FOR A BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF SECTION 7
WOULD BE INADEQUATE, (II) THE COMPANY THEREFORE IS ENTITLED TO AN INJUNCTION,
RESTRAINING ORDER OR OTHER EQUITABLE RELIEF RESTRAINING ANY ACTUAL OR THREATENED
VIOLATION OF SECTION 7 IN ADDITION TO ANY REMEDIES AT LAW, (III) NO BOND WILL
NEED TO BE POSTED FOR THE COMPANY TO RECEIVE SUCH AN INJUNCTION, ORDER OR OTHER
RELIEF AND (IV) NO PROOF WILL BE REQUIRED THAT MONETARY DAMAGES FOR VIOLATIONS
OF SECTION 7 WOULD BE DIFFICULT TO CALCULATE AND THAT REMEDIES AT LAW WOULD BE
INADEQUATE.
IN ADDITION, IN THE EVENT OF A VIOLATION BY THE EXECUTIVE OF
SECTION 7, ANY SEVERANCE PAYMENTS OR BENEFITS BEING PAID TO THE EXECUTIVE
PURSUANT TO THIS AGREEMENT OR OTHERWISE SHALL IMMEDIATELY CEASE AND ANY
SEVERANCE PREVIOUSLY PAID TO THE EXECUTIVE SHALL BE IMMEDIATELY REPAID TO THE
COMPANY.
(C)
JURISDICTION AND CHOICE OF FORUM.
THE EXECUTIVE AND THE COMPANY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED IN CHARLESTON, SOUTH CAROLINA OVER ANY DISPUTE THAT IS NOT OTHERWISE
ARBITRATED OR RESOLVED ACCORDING TO SECTION 14(A).
THIS INCLUDES ANY ACTION OR
PROCEEDING TO COMPEL ARBITRATION OR TO ENFORCE AN ARBITRATION AWARD.
BOTH THE
EXECUTIVE AND THE COMPANY (I) ACKNOWLEDGE THAT THE FORUM STATED IN THIS SECTION
14(C) HAS A REASONABLE RELATION TO THIS AGREEMENT AND TO THE RELATIONSHIP
BETWEEN THE EXECUTIVE AND THE COMPANY AND THAT THE SUBMISSION TO THE FORUM WILL
APPLY EVEN IF THE FORUM CHOOSES TO APPLY NON-FORUM LAW, (II) WAIVE, TO THE
EXTENT PERMITTED BY LAW, ANY OBJECTION TO PERSONAL JURISDICTION OR TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING COVERED BY THIS SECTION 14(C) IN THE FORUM
STATED IN THIS SECTION 14(C), (III) AGREE NOT TO COMMENCE ANY SUCH ACTION OR
PROCEEDING IN ANY FORUM OTHER THAN THE FORUM STATED IN THIS SECTION 14(C) AND
(IV) AGREE THAT, TO THE EXTENT PERMITTED BY LAW, A FINAL AND NON-APPEALABLE
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT WILL BE CONCLUSIVE
AND BINDING ON THE EXECUTIVE AND THE COMPANY.
HOWEVER, NOTHING IN THIS
AGREEMENT PRECLUDES THE EXECUTIVE OR THE COMPANY FROM BRINGING ANY ACTION OR
PROCEEDING IN ANY COURT FOR THE PURPOSE OF ENFORCING THE PROVISIONS OF SECTION
14(A) AND THIS SECTION 14(C).
15.
SECTION 409A OF THE CODE.
THE PARTIES AGREE THAT THIS AGREEMENT
IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE AND THE
REGULATIONS AND OTHER GUIDANCE PROMULGATED THEREUNDER ("SECTION 409A") OR AN
EXEMPTION FROM SECTION 409A.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IF THE EXECUTIVE IS A "SPECIFIED EMPLOYEE" (AS DESCRIBED IN
SECTION 409A) ON THE DATE OF TERMINATION, ANY AMOUNT TO WHICH THE EXECUTIVE
WOULD OTHERWISE BE ENTITLED DURING THE FIRST SIX MONTHS FOLLOWING A SEPARATION
OF SERVICE THAT CONSTITUTES NONQUALIFIED DEFERRED COMPENSATION WITHIN THE
MEANING OF SECTION 409A AND THAT IS THEREFORE NOT EXEMPT FROM SECTION 409A AS
INVOLUNTARY SEPARATION PAY OR A SHORT-TERM DEFERRAL WILL BE ACCUMULATED AND PAID