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, 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.
22.
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
10
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.
23.
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 THE FEMININE AND NEUTER GENDERS AND VICE VERSA, AND WORDS
IMPORTING PERSONS SHALL INCLUDE INDIVIDUALS, PARTNERSHIPS, ASSOCIATIONS, TRUSTS,
UNINCORPORATED ORGANIZATIONS AND CORPORATIONS.
24.
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.
25.
COPY OF AGREEMENT.
THE EXECUTIVE HEREBY ACKNOWLEDGES RECEIPT OF A
COPY OF THIS AGREEMENT DULY SIGNED BY THE COMPANY.
26.
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.
27.
CURRENCY.
ALL DOLLAR AMOUNTS