INDEMNIFICATION BY THE COMPANY SHALL BE SUBJECT TO SUCH
COOPERATION FROM EXECUTIVE.
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); PROVIDED, THAT IN THE EVENT EXECUTIVE IS REQUIRED
TO SPEND MORE THAN 40 HOURS IN ANY ONE-YEAR PERIOD ASSISTING THE COMPANY UNDER
THIS PARAGRAPH ON ANY INVESTIGATION OR ADMINISTRATIVE, REGULATORY OR JUDICIAL
PROCEEDING THAT INVOLVES OR ARISES OUT OF MATTERS OR 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
8
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, 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