CLAIM IS BASED
OCCURRED PRIOR TO OR AFTER THE EXECUTION AND DELIVERY OF ADOPTION OF THIS
AGREEMENT. THE PARTIES AGREE THAT THE RESULT OF ANY ARBITRATION HEREUNDER SHALL
BE FINAL, CONCLUSIVE AND BINDING ON ALL OF THE PARTIES. NOTHING IN THIS
PARAGRAPH SHALL PROHIBIT A PARTY HERETO FROM INSTITUTING LITIGATION TO ENFORCE
ANY FINAL DETERMINATION (AS DEFINED IN EXHIBIT B HERETO). EACH PARTY HERETO
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY UNITED STATES DISTRICT
COURT OR SOUTH CAROLINA STATE COURT OF COMPETENT JURISDICTION SITTING IN
CHARLESTON COUNTY, SOUTH CAROLINA, AND AGREES THAT SUCH COURT SHALL BE THE
EXCLUSIVE FORUM WITH RESPECT TO DISPUTES AND CLAIMS UNDER PARAGRAPHS 5 AND 6 AND
FOR THE ENFORCEMENT OF ANY FINAL DETERMINATION, AND IRREVOCABLY AND
UNCONDITIONALLY WAIVES (I) ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH
ACTION, SUIT OR PROCEEDING IN SUCH COURT OR (II) ANY ARGUMENT, CLAIM, DEFENSE OR
ALLEGATION THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS BY REGISTERED MAIL OR PERSONAL SERVICE AND WAIVES ANY
OBJECTION ON THE GROUNDS OF PERSONAL JURISDICTION, VENUE OR INCONVENIENCE OF THE
FORUM.
23.
SECTION AND HEADINGS. THE DIVISION OF THIS AGREEMENT INTO SECTIONS AND THE
INSERTION OF HEADINGS ARE FOR THE CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
AFFECT THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT. THE TERMS "THIS
AGREEMENT", "HEREOF", "HEREUNDER" AND SIMILAR EXPRESSIONS REFER TO THIS
AGREEMENT AND NOT TO ANY PARTICULAR SECTION OR OTHER PORTION HEREOF. UNLESS
SOMETHING IN THE SUBJECT MATTER OR CONTEXT IS INCONSISTENT THEREWITH, REFERENCES
TO SECTIONS AND CLAUSES ARE TO SECTIONS AND CLAUSES OF THIS AGREEMENT.
24.
NUMBER. IN THIS AGREEMENT, WORDS IMPORTING THE SINGULAR NUMBER ONLY SHALL
INCLUDE THE PLURAL AND VICE VERSA, AND WORDS IMPORTING THE MASCULINE GENDER
SHALL INCLUDE
11
the feminine and neuter genders and vice versa, and words importing persons
shall include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations.
25.
INDEPENDENT ADVICE. THE COMPANY AND THE EXECUTIVE ACKNOWLEDGE AND AGREE
THAT THEY HAVE EACH OBTAINED INDEPENDENT LEGAL ADVICE IN CONNECTION WITH THIS
AGREEMENT AND THEY FURTHER ACKNOWLEDGE AND AGREE THAT THEY HAVE READ, UNDERSTAND
AND AGREE WITH ALL OF THE TERMS HEREOF AND THAT THEY ARE EXECUTING THIS
AGREEMENT VOLUNTARILY AND IN GOOD FAITH.
26.
COPY OF AGREEMENT. THE EXECUTIVE HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF
THIS AGREEMENT DULY SIGNED BY THE COMPANY.
27.
TERMINATION PRIOR TO EFFECTIVE DATE. IN THE EVENT OF A TERMINATION OF
EMPLOYMENT OF THE EXECUTIVE PRIOR TO THE EFFECTIVE DATE, THIS AGREEMENT SHALL BE
TERMINATED AND SHALL HAVE NO FURTHER FORCE OR EFFECT.
28.
CURRENCY. ALL DOLLAR AMOUNTS SET FORTH OR REFERRED TO IN THIS AGREEMENT
REFER TO U.S. CURRENCY.
29.
EFFECTIVENESS. ONCE THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY
EACH PARTY HERETO, ALL OF THE PROVISIONS SHALL BECOME EFFECTIVE AS OF APRIL 1,
2006, AS IF THIS AGREEMENT HAD BEEN ENTERED INTO AT SUCH TIME, INCLUDING THE
COMPENSATION PROVISIONS CONTAINED