AND ITS SUBSIDIARIES IN ANY INTERNAL
INVESTIGATION OR ADMINISTRATIVE, REGULATORY OR JUDICIAL PROCEEDING AS REASONABLY
REQUESTED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, EXECUTIVE BEING
AVAILABLE TO THE COMPANY UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL
INVESTIGATIONS, APPEARING AT THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT
REQUIRING SERVICE OF A SUBPOENA OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE
COMPANY ALL PERTINENT INFORMATION AND TURNING OVER TO THE COMPANY ALL RELEVANT
DOCUMENTS WHICH ARE OR MAY COME INTO EXECUTIVE'S POSSESSION, ALL AT TIMES AND ON
SCHEDULES THAT ARE REASONABLY CONSISTENT WITH EXECUTIVE'S OTHER PERMITTED
ACTIVITIES AND COMMITMENTS). IN THE EVENT THE COMPANY REQUIRES EXECUTIVE'S
COOPERATION IN ACCORDANCE WITH THIS PARAGRAPH, THE COMPANY SHALL REIMBURSE
EXECUTIVE SOLELY FOR REASONABLE TRAVEL EXPENSES (INCLUDING LODGING AND MEALS,
UPON SUBMISSION OF RECEIPTS).
22.
ARBITRATION. EXCEPT WITH RESPECT TO DISPUTES OR CLAIMS UNDER
PARAGRAPHS 5 AND 6 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, CONCLUSIVE AND BINDING ON ALL OF THE PARTIES. NOTHING
IN THIS PARAGRAPH SHALL PROHIBIT A
10
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"