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).
21.
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 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
10
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 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