Applicable Law. Following Executive’s promotion to Executive Vice President of [[Seller:Organization]], Executive’s primary place of employment will be [[Seller:Organization]]’s corporate headquarters located in [[Address A:Address]]. Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of, the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves and their successors and assigns, hereby irrevocably # consents to the exclusive jurisdiction of the North Carolina state and federal courts located in Mecklenburg County, North Carolina and # waives any objection to any such action based on venue or forum non conveniens. Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act and the Defend Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to [[Seller:Organization]] under North Carolina common law, including, but not limited to, fiduciary duties owed by Executive to [[Seller:Organization]].

Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

Applicable Law. The Plan and all rights hereunder shall be governed by the laws of Maryland, except to the extent preempted by federal law.

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

Applicable Law. This Termination Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without regards to its conflicts of laws principals. Each party irrevocably consents to the exclusive jurisdiction of the courts of New York, in connection with any action to enforce the provisions of this Termination Agreement or arising under or by reason of this Termination Agreement.

Applicable Law. This First Amendment is entered into under, and shall be governed for all purposes by, the laws of the State of Texas, without reference to principles of conflict of laws.

Applicable Law. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California.

APPLICABLE LAW. THIS AGREEMENT AND THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

When Applicable. Anything in this Plan to the contrary notwithstanding, the provisions of this [Section 11(d)] shall apply to a Participant if an independent auditor selected by the Committee (the “Auditor”) determines that each of [(x) and (y)] below are applicable.