ACTIONS THAT ARE
SUBSTANTIALLY UNRELATED TO ANY CONDUCT OF EXECUTIVE DURING HIS EMPLOYMENT WITH
THE COMPANY, AS OPPOSED TO THE MERE FACT THAT HE WAS THE CHIEF FINANCIAL OFFICER
OF THE COMPANY DURING SUCH TIME PERIOD, THE COMPANY SHALL REIMBURSE EXECUTIVE
FOR HIS TIME IN EXCESS OF 40 HOURS AT THE RATE OF $350.00 PER HOUR.
EXECUTIVE
ALSO AGREES NOT TO INITIATE CONTACT WITH, OR PROVIDE ANY INFORMATION TO, ANY
THIRD PARTY IN RESPECT OF ANY MATTER INVOLVING THE COMPANY.
EXECUTIVE SHALL
ALSO MAKE HIMSELF AVAILABLE FOR AN EXIT INTERVIEW, AND SHALL PROVIDE TRUE AND
COMPLETE ANSWERS TO ALL QUESTIONS IN SUCH INTERVIEW.
19.
ARBITRATION.
EXCEPT WITH RESPECT TO DISPUTES OR CLAIMS UNDER
PARAGRAPHS 3 AND 4 HEREOF (WHICH MAY BE PURSUED IN ANY COURT OF COMPETENT
JURISDICTION AS SPECIFIED BELOW AND WITH RESPECT TO WHICH EACH PARTY SHALL BEAR
THE COST OF ITS OWN ATTORNEY'S FEES AND EXPENSES EXCEPT AS OTHERWISE REQUIRED BY
APPLICABLE LAW), EACH PARTY HERETO AGREES THAT THE ARBITRATION PROCEDURE SET
FORTH IN EXHIBIT B HERETO SHALL BE THE SOLE AND EXCLUSIVE METHOD FOR RESOLVING
ANY CLAIM OR DISPUTE ("CLAIM") ARISING OUT OF OR RELATING TO THE RIGHTS AND
OBLIGATIONS ACKNOWLEDGED AND AGREED TO IN THIS AGREEMENT AND THE EMPLOYMENT OF
EXECUTIVE BY THE COMPANY AND ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION,
DISPUTES AND CLAIMS REGARDING EMPLOYMENT DISCRIMINATION, SEXUAL HARASSMENT,
TERMINATION AND DISCHARGE), WHETHER SUCH CLAIM AROSE OR THE FACTS ON WHICH SUCH
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,
8
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
NORTH CAROLINA STATE COURT OF COMPETENT JURISDICTION SITTING IN MECKLENBURG
COUNTY, NORTH CAROLINA, AND AGREES THAT SUCH COURT SHALL BE THE EXCLUSIVE FORUM
WITH RESPECT TO DISPUTES AND CLAIMS UNDER PARAGRAPHS 3 AND 4 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.
20.
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