“Cause” has the same meaning as “cause” where defined in the Participant’s employment agreement, if any, with the Corporation or Participating Employer or, in the absence of an employment agreement or definition of “cause” in such agreement, “cause” as determined by the Committee in its discretion and solely for purposes of this Plan
“Disability” means that the Participant has met the definition of “Disability” under the Corporation’s Group Long Term Disability Insurance and has qualified to commence a disability benefit under such insurance.
6.Nontransferability. The Option is not transferable by the Participant, in whole or in part, to any person, except by will or by any applicable law of descent and distribution. The Option shall not be exercisable, in whole or in part, during the lifetime of the Participant by any person other than the Participant.
7.Construction. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of South Carolina without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of South Carolina.
8.No Contract of Employment. Neither this Agreement nor the Plan shall be construed to constitute an agreement or understanding, expressed or implied, on the part of the Corporation or any subsidiary to employ the Participant for any specified period and shall not confer upon the Participant the right to continue in the employment of the Corporation or any subsidiary, nor affect any right which the Corporation or any subsidiary may have to terminate the employment of the Participant.
9.Withholding. As a condition to the issuance of shares pursuant to any exercise of this Option, the Participant authorizes the Corporation and its subsidiaries to withhold, in accordance with applicable law from any cash compensation payable to the Participant, any taxes required to be withheld as a result of such exercise or later disposition of stock.
10.Legal Restrictions. This Option may not be exercised if the issuance of shares pursuant to such exercise would constitute a violation of applicable federal or state securities or other law or regulation. The person exercising the Option, as a condition to such exercise, shall represent to Corporation that the shares acquired thereby are being acquired for investment and not with a present view to distribution or resale, unless counsel for the Corporation is then of the opinion that such representation is not required under the Securities Act of 1933 or any other applicable law, regulation or rule of any governmental agency.
11.Conflicts and Interpretation. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make