Common use of Arbitration Clause in Contracts

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. To the fullest extent allowed by law, any controversy, claim or dispute between Employee and Employer (aand/or any of its owners, directors, officers, employees, affiliates, subsidiaries or agents) Any dispute relating to or controversy arising under out of Employee’s employment or in connection with this Agreement shall the cessation of that employment will be settled exclusively by submitted to JAMS for final and binding arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall to be held under the auspices of JAMS in Orange County, California, for determination in accordance with the then current JAMS then-current Employment Arbitration Rules rules for the resolution of employment disputes, as the exclusive remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct discovery in accordance with the applicable rules of the arbitration forum, except that the arbitrator shall have the authority to order and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) permit discovery as the arbitrator may deem necessary and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place appropriate in accordance with applicable state or near the city in which Participant is employed by the Corporation or was last employed by the Corporationfederal discovery statutes. The arbitrator shall make issue a reasoned, written award decision, and shall prepare a written opinion containing the findings and conclusions on have full authority to award all remedies which the award was basedwould be available in court. The decision arbitrator will also have the power to direct that the party that substantially prevails in such arbitration proceeding be paid his or its reasonable attorneys’ fees by the other party or parties, to the extent the arbitrator deems appropriate. The parties shall share the filing fees required for the arbitration. Employer shall pay the arbitrator’s fees and any JAMS administrative expenses. The award of the arbitrator will shall be final and binding upon the parties hereto. Judgment and may be entered on the arbitrator’s award as a judgment in any court having of competent jurisdiction. The parties acknowledge Notwithstanding anything to the contrary contained herein, Employer and agree that Employee shall have their respective rights to seek and obtain injunctive relief through any court of competent jurisdiction with respect to any controversy, claim or dispute to the extent permitted by law if such relief is not available, or not available in connection with any such a timely manner, through arbitration. Claims where mandatory arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expensesis prohibited by law are not covered by this arbitration agreement, and (b) the arbitration costs shall such claims may be borne entirely presented by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed either Employee or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited Employer to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges appropriate court or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. HoweverBY AGREEING TO THIS BINDING ARBITRATION PROVISION, Participant may seek individual monetary relief only through BOTH EMPLOYEE AND EMPLOYER GIVE UP ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION. This arbitration agreement is to be construed as broadly as is permissible under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingapplicable law.

Arbitration. Subject to the right of each party to seek specific performance (a) Any which right shall not be subject to arbitration), if a dispute arises out of or controversy arising under or is in connection with any way related to this Agreement or the asserted breach thereof, such dispute shall be settled exclusively by arbitrationreferred to arbitration before the American Arbitration Association the (“AAA”) pursuant to the AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this Section 15 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in reasonable specificity, the field of employment lawissue subject to arbitration (the “Arbitration Notice”). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration shall be held under to resolve the auspices of JAMS dispute by mediation in accordance with JAMS then-current Employment the Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural FairnessRules. The arbitration shall take place in or near If the city in which Participant dispute is employed not resolved by the Corporation date set for arbitration, then any controversy or was last employed claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the Corporationevent any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall make have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a written award and shall prepare a written opinion containing United States District Court judge sitting in Chenango County, New York. In the findings and conclusions on which the award was based. The decision event of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomearbitration, (a) each party shall pay all have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of its own costs and expensesCivil Procedure, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs provided that discovery shall be borne entirely by concluded within ninety (90) days after the Corporationdate the matter is set for arbitration. The arbitration arbitrator or arbitrators shall be confidential and no details concerning such arbitration shall be disclosed or released have the power to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited award reasonable attorneys’ fees to the right to a jury trialprevailing party. Nothing Any provisions in this Agreement to the contrary notwithstanding, this Section 15 shall prevent Participant from filing charges or claims with be governed by the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacityFederal Arbitration Act, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingthe parties have entered into this Agreement pursuant to such act.

Arbitration. (a) The Parties acknowledge that the expeditious and equitable settlement of disputes arising hereunder is to their mutual advantage. To that end, the Parties agree to use their best efforts to resolve all differences of opinion and to settle all disputes through joint cooperation and consultation between a senior executive officer of each Party to such dispute. Any dispute dispute, alleged breach, interpretation, challenge or controversy disagreement whatsoever arising under or in connection with out of this Agreement that the Parties are unable to settle within sixty (60) days shall be settled exclusively resolved by arbitration, conducted final and binding arbitration before a single panel of three arbitrators serving under the Commercial Arbitration Rules of the American Arbitration Association, each of whom shall be an officer or former officer of a life insurance company and unaffiliated with any of the Parties to this Agreement or their respective affiliates. The fees of the arbitrators shall be borne by the losing Party; provided, however, that if the complaining Party does not obtain all of the relief it seeks, then the defending Party shall bear that portion of the fees as equals a fraction whose numerator is the value of the award made and whose denominator is the value of the relief sought. Each Party to the dispute shall select one arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawsuch arbitrators shall jointly select a third arbitrator. The arbitration shall be held under in New York, New York, unless another location is mutually agreed upon by the auspices Parties. The majority decision of JAMS the arbitrators may, but need not, be entered as a judgment in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject the provisions of applicable law. With respect to JAMS Policy on Employment Arbitration Minimum Standards any such arbitration, the Parties hereto each hereby irrevocably submit to the jurisdiction of Procedural Fairness. The the United States District Court for the Southern District of New York or any state court located in New York, New York, solely for purposes of compelling arbitration shall take place in pursuant to this Section or near the city in which Participant is employed to enforce any interim or final award entered by the Corporation arbitrators. If this arbitration provision is for any reason held to be invalid or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released otherwise inapplicable to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commissiondispute, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further Parties hereto agree that any claim submitted action or proceeding brought with respect to arbitration must any dispute arising hereunder. or to interpret or clarify any rights or obligations arising hereunder, shall be brought maintained solely and exclusively in the party’s individual capacityUnited States District Court for the Southern District of New York or any state court located in New York, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingNew York.

Arbitration. (a) Any In the event that any dispute arises, following satisfaction of the claim procedures outlined in this Section 14, related to the validity, interpretation, enforcement or controversy arising under or in connection with performance of this Agreement Agreement, the dispute shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The submitted to binding arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current the Employment Rules of the American Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural FairnessAssociation. The arbitration aggrieved party must give written notice of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. Otherwise, the claim shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationbe void and deemed waived. The arbitrator shall make may award any remedy that would otherwise be available to a written award and shall prepare a written opinion containing the findings and conclusions on which the award was basedcourt of competent jurisdiction. The decision of the arbitrator will shall be final and binding upon the parties hereto. Judgment may and shall be entered on the arbitrator’s award fully enforceable in any court having jurisdictionjurisdiction and venue over the parties. The parties acknowledge and agree that in connection with any such arbitration and regardless arbitrator shall have no power to alter, modify, ignore, or otherwise deviate from the express terms of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expensesthis Agreement, and (b) the arbitration costs arbitrator shall be borne entirely bound by the Corporationcontrolling law. The arbitration arbitrator’s decision shall be confidential provided to the parties in writing and no details concerning shall succinctly set forth the arbitrator’s findings of fact, conclusions of law, and remedy, if any. The cost of such arbitration shall be disclosed or released to any third party without paid by the specific written consent of the non-disclosing partyCompany, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited except you shall pay an administrative fee equivalent to the right filing fee to initiate a jury trial. Nothing similar claim in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, local court of general jurisdiction if you are the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreementparty initiating the claim. The Corporation and Participant further parties hereto agree that any claim submitted action to compel arbitration must pursuant to this Agreement may be brought in the party’s individual capacityappropriate Virginia state court, and not as a plaintiff in connection with such action to compel, the laws of Virginia shall control. Application may also be made to such court for confirmation of any decision or class member in award of the arbitrator, for an order of enforcement and for any purported class, representative other remedies which may be necessary to effectuate such decision or consolidated proceedingaward. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single an arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS New York, New York, in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision rules of the arbitrator will be final and binding upon the parties heretoAmerican Arbitration Association then in effect. Judgment may be entered on the arbitrator’s arbitration award in any court having jurisdiction; provided, however, that the Company or Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 5, 6 or 7 of the Agreement, as applicable, and the Company, Parent and Executive hereby consent that such restraining order or injunction may be granted without requiring the Company to post a bond. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, Only individuals who are (a) lawyers engaged full-time in the practice of law, as in-house counsel, as a judge or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the Parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the Company shall be required to pay the arbitrator’s full fees and expenses (but not the Executive’s legal fees), (y) if the Company (or Parent) prevails in such action, Executive shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees) and (z) if, in the opinion of the arbitrator deciding such action, there is no prevailing party, each party shall pay all of his or its own costs and expenses, including, without limitation, its own legal attorney’s fees and expenses, expenses and (b) the arbitration costs shall arbitrator’s fees and expenses will be borne entirely equally by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingParties thereto.

Arbitration. (a) Any controversy, claim or dispute or controversy arising under out of or in connection with any way relating to this Agreement shall be settled exclusively by arbitrationor the Grantee’s employment with or service to, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field termination of employment lawor service from, the Company (including whether such controversy, claim or dispute is subject to arbitration), excepting only claims that may not, by statute, be arbitrated, will be submitted to binding arbitration. Both the Grantee and the Company acknowledge that they are relinquishing their right to a jury trial. The Grantee and the Company agree that arbitration will be the exclusive method for resolving disputes arising out of or related to this Agreement or to the Grantee’s employment or service with, or termination of employment or service from, the Company. The arbitration shall will be held under the auspices of administered by JAMS in accordance with JAMS then-current the Employment Arbitration Rules and & Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) of JAMS then in effect and subject to JAMS Policy on Employment Arbitration Minimum Standards Standards, except as otherwise provided in this Agreement. Arbitration will be commenced and heard in the Denver, Colorado metropolitan area. Only one arbitrator will preside over the proceedings, who will be selected by agreement of Procedural Fairness. The arbitration shall take place in the parties from a list of five or near the city in which Participant is employed more qualified arbitrators provided by the Corporation arbitration tribunal, or was last employed by if the Corporationparties are unable to agree on an arbitrator within 10 Business Days following receipt of such list, the arbitration tribunal will select the arbitrator. The arbitrator shall make a written award will apply the substantive law (and shall prepare a written opinion containing the findings and conclusions on which law of remedies, if applicable) of Colorado or federal law, or both, as applicable to the award was basedclaim(s) asserted. In any arbitration, the burden of proof will be allocated as provided by applicable law. The decision of the arbitrator will be final have the authority to award any and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge all legal and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely equitable relief authorized by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released law applicable to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend claim(s) being asserted in the arbitration, or as if the claim(s) were brought in connection with enforcement a federal court of any decision law. Either party may bring an action in such arbitration. This agreement court to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through compel arbitration under this AgreementAgreement and to enforce an arbitration award. Discovery, such as depositions or document requests, will be available to the Company and the Grantee as though the dispute were pending in U.S. federal court. The Corporation and Participant further agree that any claim submitted arbitrator will have the ability to arbitration must be brought rule on pre-hearing motions as though the matter were in a U.S. federal court, including the party’s individual capacity, and not as ability to rule on a plaintiff or class member in any purported class, representative or consolidated proceedingmotion for summary judgment.

Arbitration. (aExcept as set forth in Section 9(c) Any dispute above, any disagreement, dispute, controversy or controversy claim arising under out of or in connection with relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled exclusively by arbitrationfinal and binding arbitration administered by JAMS/Endispute in San Diego, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS California in accordance with JAMS then-current Employment the then existing JAMS/Endispute Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) for Employment Disputes. In the event of such an arbitration proceeding, the Executive and subject to JAMS Policy the Company shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the Executive and the Company cannot agree on Employment an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither the Executive nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Minimum Standards of Procedural Fairness. The arbitration Act shall take place in or near govern the city in which Participant is employed by the Corporation or was last employed by the Corporationinterpretation, enforcement and all proceedings. The arbitrator shall make apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a written motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and shall prepare a written written, reasoned opinion containing the findings and conclusions on which in support thereof. Judgment upon the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge Company will pay the direct costs and agree that expenses of the arbitration. The Executive and the Company shall be responsible for their respective attorneys' fees incurred in connection with any such arbitration enforcing this Agreement; provided, however, the Executive and regardless of outcomethe Company agree that, (a) each party shall pay all of its own costs and expensesexcept as may be prohibited by law, includingthe arbitrator may, without limitationin his or her discretion, its own legal award reasonable attorneys' fees and expenses, and (b) to the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing prevailing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but Section 13(b) shall not limited apply to the Company's right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with enforce the Equal Employment Opportunity Commission, Executive's obligations under Section 9 to the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may extent the Company is entitled to seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingspecific performance thereunder.

Arbitration. (a) Any dispute or controversy arising under or in connection with this If a satisfactory resolution of any Agreement Dispute is not achieved by the Appointed Representatives within thirty (30) days, such Agreement Dispute shall be settled exclusively resolved, at the request of either Party, by arbitrationarbitration administered by the CPR under its Arbitration Rules (the “CPR Rules”), conducted before in New York, New York. There shall be three arbitrators. Each Party shall appoint one arbitrator. The two Party-appointed arbitrators shall agree on a single third arbitrator who is an attorney or retired judge with expertise and experience in will chair the field of employment lawarbitral tribunal. The arbitration Any arbitrator not appointed within a reasonable time shall be held under the auspices of JAMS appointed in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject the CPR Rules. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to JAMS Policy on Employment Arbitration Minimum Standards arbitrate, or as to the interpretation or enforceability of Procedural Fairnessthis Section 10.3 will be determined by the arbitrators. In resolving any Agreement Dispute, the Parties intend that the arbitrators apply the substantive laws of the State of New York, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The arbitration shall take place in or near Parties intend that the city in which Participant is employed provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the Corporation or was last employed by the Corporation. The arbitrator arbitrators shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s Parties. The Parties agree to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court having of competent jurisdiction, including any New York State or federal court. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs arbitrators shall be borne entirely by entitled, if appropriate, to award monetary damages and other remedies, subject to the Corporationprovisions of Section 9.10. The Parties will use commercially reasonable efforts to encourage the arbitrators to resolve any arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released related to any third party without the specific written consent of the non-disclosing party, unless Agreement Dispute as promptly as practicable. Except as required by law applicable Law, including disclosure or court orderreporting requirements, as necessary to prosecute the arbitrators and the Parties shall maintain the confidentiality of all information, records, reports, or defend other documents obtained in the course of the arbitration, or in connection with enforcement and of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsall awards, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labororders, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in arbitral decisions rendered by the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingarbitrators.

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Named Fiduciary and Plan Administrator in its sole and absolute discretion, shall be resolved by binding arbitration before an arbitrator, selected by the mutual agreement of the parties, from the Judicial Arbitration and Mediation Services, Inc. (a) Any “JAMS”), in San Francisco, California. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this Paragraph, or has discontinued its business, the parties agree that an arbitrator, selected by the mutual agreement of the parties, from the American Arbitration Association (“AAA”), in San Francisco, California, shall conduct the binding arbitration referred to in this Paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or controversy arising under or other matter in connection with this Agreement shall question would be settled exclusively barred by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field applicable statute of employment lawlimitations. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to commercial rules and procedures used or established by JAMS, or if there are none, the commercial rules and procedures used or established by AAA. Notwithstanding anything to the contrary in the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The (or AAA) rules and procedures, the arbitration shall take place in or near provide for (i) written discovery and depositions adequate to give the city in which Participant is employed parties access to documents and witnesses that are essential to the dispute and (ii) a written decision by the Corporation or was last employed by arbitrator that includes the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the essential findings and conclusions on upon which the award was decision is based. The decision of Subject to Subparagraph XII.E below, the parties shall bear their own costs and attorneys’ fees incurred in conducting the arbitration, and shall split equally the fees and administrative costs charged by the arbitrator will and JAMS (or AAA) unless required otherwise by applicable law. Any award rendered by JAMS (or AAA) shall be final and binding upon the parties hereto. Judgment parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with any such Any arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs hereunder shall be borne entirely conducted in Palo Alto, California, unless otherwise agreed to by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) A. Any dispute or controversy arising under or in connection with this Agreement and any claim by Executive that the Company breached any statutory or common law duty to Executive (including but not limited to the law of tort, contract, and all federal, state or local laws prohibiting employment discrimination because of race, color, religion, sex, national origin, age, veteran's status, or disability) that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitrationarbitration in Louisville, conducted Kentucky before a single one arbitrator of exemplary qualifications and stature, who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed selected jointly by the Corporation or was last employed Company and the Executive, or, if the Company and the Executive cannot agree on the selection of the arbitrator, shall be selected by the Corporation. The American Arbitration Association (provided that any arbitrator selected by the American Arbitration Association shall make a written award and shall prepare a written opinion containing not, without the findings and conclusions on which the award was based. The decision consent of the arbitrator will be final and binding upon the parties hereto, be affiliated with the Company or the Executive or any of their respective affiliates). Judgment may be entered on the arbitrator’s 's award in any court having jurisdiction. The parties acknowledge and hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement, or in connection with the event the arbitrator is resolving a dispute over the breach of a statutory or common law duty, the parties agree that the arbitrator shall be empowered to fashion a remedy that would have been available had the matter been litigated in a judicial or administrative proceeding. The Company shall bear all expenses of the arbitrator incurred in any such arbitration or any court costs incurred in any court proceeding hereunder and regardless shall promptly reimburse the Executive (within 30 days of outcome, (ainvoice) each party shall pay all of its own costs and expenses, including, without limitation, its own for any related reasonable legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning out-of-pocket expenses directly attributable to such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under court proceeding related to this Agreement. The Corporation and Participant further agree ; provided that any claim submitted to arbitration must be brought in the party’s individual capacitysuch legal fees are calculated on an hourly, and not as on a plaintiff contingency fee, basis; and, that the Executive shall bear all expenses of the arbitrator and all of his legal fees and out-of-pocket expenses (and reimburse the Company for its portion of such expenses) if the arbitrator or class member in any purported class, representative relevant trier-of-fact determines that the Executive's claim or consolidated proceedingposition was frivolous and without reasonable foundation.

Arbitration. (a) Any You and the Company agree that any controversy, claim or dispute arising out of or controversy relating to the attached Agreement or the breach of any of these Terms and Conditions, or arising under out of or in connection relating to your employment relationship with this Agreement the Company or any of its Affiliates, or the termination of such relationship, shall be settled exclusively resolved by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise final and experience in the field of employment law. The binding arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Mediation Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) of the American Arbitration Association, or other neutral arbitrator and subject rules as mutually agreed to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near by you and the city in which Participant is employed Company, except for claims by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision Company relating to your alleged breach of any of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award employee covenants set forth in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationSection 10 above. This agreement to arbitrate specifically includes, but is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to to, discrimination claims under Title VII of the right to a jury trialCivil Rights Act of 1964 and under state and local laws prohibiting employment discrimination. Nothing in this Agreement Section 11 shall prevent Participant preclude the Company from filing charges pursuing a court action to obtain a temporary restraining order or claims a preliminary injunction relating to the alleged breach of any of the covenants set forth in Section 10. The agreement to arbitrate shall continue in full force and effect despite the expiration or termination of your Option or your employment relationship with the Equal Employment Opportunity Commission, the U.S. Department of Labor, Company or any other federal, state or local government agencyof its Affiliates. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation You and Participant further the Company agree that any claim submitted to arbitration award rendered by the arbitrator must be brought in writing and include the findings of fact and conclusions of law upon which it is based, shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you or the Company or any of its Affiliates had the matter been heard in court. All expenses of arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the partyaward. The arbitrator’s individual capacity, compensation shall be borne equally by you and not as a plaintiff the Company unless otherwise mutually agreed or class member in any purported class, representative or consolidated proceedingthe law provides otherwise.

Arbitration. (a) Any dispute or controversy arising under or in connection with related to the interpretation of enforcement of this Employment Agreement shall be settled exclusively enforceable only by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience arbitration in the field County of employment law. The arbitration shall Orange, California (or such other metropolitan area to which the Employer's principal executive offices may be held under the auspices of JAMS relocated), in accordance with JAMS then-current Employment the commercial arbitration rules then in effect of the American Arbitration Rules Association, before a panel of three arbitrators, one of whom shall be selected by the Employer, the second of whom shall be selected by the Executive and Procedures the third party of whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, or if one of the parties shall fail or refuses to select an arbitrator, or if the parties failed or refused to select an arbitrator, or if the arbitrators selected by the Employer and the Executive cannot agree on the selection of the third arbitrator within seven (available 7) days after such time as the Employer and the Executive have each been notified of the selection of the other's arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in the metropolitan area where arbitration under this section would otherwise have been conducted. Each arbitrator selected as provided herein is required to be or have been a director or an executive officer for a corporation whose shares of common stock were listed during at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy least one year of such service on Employment Arbitration Minimum Standards of Procedural Fairnessthe New York Stock Exchange or the American Stock Exchange or quoted on the National Association if Securities Dealers Automated Quotations System. The arbitration arbitrators shall take place in or near award to the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award Employer its legal fees and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that expenses incurred in connection with any arbitration proceeding is commenced by the Executive and the Executive has no reasonable basis for initiating such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) proceeding. Any award entered by the arbitration costs arbitrators shall be borne entirely final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court or competent jurisdiction except to the Corporationextent an Arbitration award is appealable under applicable law. The This arbitration provision shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingspecifically enforceable.

Arbitration. Subject to the right of each party to seek specific performance (a) Any which right shall not be subject to arbitration), if a dispute arises out of or related to this Agreement, or the breach thereof, such dispute shall be referred to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). A dispute subject to the provisions of this section will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the "Arbitration Notice"). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith to resolve the dispute by mediation in accordance with the Commercial Rules of Arbitration of AAA between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration. If the dispute is not settled by the date set for arbitration, then any controversy or claim arising under or in connection with out of this Agreement or the breach hereof shall be settled exclusively resolved by arbitration, conducted before binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a single court having jurisdiction. Any person serving as a mediator or arbitrator who is an attorney or retired judge with expertise and must have at least ten years' experience in resolving commercial disputes through arbitration. In the field event any claim or dispute involves an amount in excess of employment law. The $100,000, either party may request that the matter be heard by a panel of three arbitrators; otherwise all matters subject to arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules heard and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed resolved by the Corporation or was last employed by the Corporationa single arbitrator. The arbitrator shall make have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a written award and shall prepare a written opinion containing United States District Court judge sitting in the findings and conclusions on which District of Colorado. In the award was based. The decision event of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomearbitration, (a) each party shall pay all have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of its own costs and expensesCivil Procedure, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs provided that such discovery shall be borne entirely by concluded within ninety days after the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without date the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such matter is set for arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing Any provision in this Agreement to the contrary notwithstanding, this section shall prevent Participant from filing charges or claims with be governed by the Equal Employment Opportunity Commission, Federal Arbitration Act and the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under parties have entered into this Agreement. The Corporation and Participant further agree that any claim submitted Agreement pursuant to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingsuch Act.

Arbitration. (a) Any In the event that any dispute arises, following satisfaction of the claim procedures outlined in this Section 15, related to the validity, interpretation, enforcement or controversy arising under or in connection with performance of this Agreement Agreement, the dispute shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The submitted to binding arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current the Employment Rules of the American Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural FairnessAssociation. The arbitration aggrieved party must give written notice of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. Otherwise, the claim shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationbe void and deemed waived. The arbitrator shall make may award any remedy that would otherwise be available to a written award and shall prepare a written opinion containing the findings and conclusions on which the award was basedcourt of competent jurisdiction. The decision of the arbitrator will shall be final and binding upon the parties hereto. Judgment may and shall be entered on the arbitrator’s award fully enforceable in any court having jurisdictionjurisdiction and venue over the parties. The parties acknowledge and agree that in connection with any such arbitration and regardless arbitrator shall have no power to alter, modify, ignore, or otherwise deviate from the express terms of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expensesthis Agreement, and (b) the arbitration costs arbitrator shall be borne entirely bound by the Corporationcontrolling law. The arbitration arbitrator’s decision shall be confidential provided to the parties in writing and no details concerning shall succinctly set forth the arbitrator’s findings of fact, conclusions of law, and remedy, if any. The cost of such arbitration shall be disclosed or released to any third party without paid by the specific written consent of the non-disclosing partyCompany, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited except you shall pay an administrative fee equivalent to the right filing fee to initiate a jury trial. Nothing similar claim in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, local court of general jurisdiction if you are the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreementparty initiating the claim. The Corporation and Participant further parties hereto agree that any claim submitted action to compel arbitration must pursuant to this Agreement may be brought in the party’s individual capacityappropriate Virginia state court, and not as a plaintiff in connection with such action to compel, the laws of Virginia shall control. Application may also be made to such court for confirmation of any decision or class member in award of the arbitrator, for an order of enforcement and for any purported class, representative other remedies which may be necessary to effectuate such decision or consolidated proceedingaward. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

Arbitration. It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (a) Any dispute or controversy collectively, “Claims”), arising under out of, in connection with, or in connection with relation to this Agreement or the arbitrability of any Claims under this Agreement, shall be settled exclusively resolved by arbitrationfinal and binding arbitration administered by the New York, conducted before New York offices of JAMS/Endispute in accordance with the then-existing JAMS/Endispute Arbitration Rules. The parties shall select a single mutually acceptable neutral arbitrator who is an attorney or retired judge from the panel of arbitrators serving with expertise and experience any of JAMS/Endispute’s offices, but in the field event the parties cannot agree on an arbitrator, the Administrator of employment JAMS/Endispute shall appoint an arbitrator from such panel (the arbitrator so selected or appointed, the “Arbitrator”). The parties expressly agree that the Arbitrator may provide all appropriate remedies (at law and equity) or judgments that could be awarded by a court of law in Delaware, and that, upon good cause shown, the Arbitrator shall afford the parties adequate discovery, including deposition discovery. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all actions pursuant to this Section 17. The Arbitrator shall be bound by and shall strictly enforce the terms of this Section 17 and may not limit, expand or otherwise modify its terms. The Arbitrator shall make a good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of Delaware, or federal law, or both, as applicable, without reference to its conflicts of laws provisions. The Arbitrator is without jurisdiction to apply any different substantive law. The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the Arbitrator shall have the discretion to determine whether any such claim of privilege or work product doctrine applies. The Arbitrator shall render an award and a written, reasoned opinion in support thereof. Subject to the provisions of Section 8, the Arbitrator shall have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a court of law in Delaware, which may include reasonable attorneys’ fees to the prevailing party. The award rendered by arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment parties, and judgment upon the award may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with Neither a party nor the Arbitrator shall disclose the existence, content, or results of any such arbitration and regardless hereunder without the prior written consent of outcome, (a) each party all parties. Adherence to this dispute resolution process shall pay all of its own costs and expensesnot limit the parties’ right to obtain any provisional remedy, including, without limitation, its own legal fees and expensesinjunctive or similar relief, and (b) the arbitration costs shall from any court of competent jurisdiction as may be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute protect their rights and interests. Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any Claims arising out of or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement relating to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation Subject to the Arbitrator’s award, each party shall bear its own fees and Participant further agree that expenses with respect to this dispute resolution process and any claim submitted to arbitration must be brought in action related thereto and the party’s individual capacity, parties shall share equally the fees and not as a plaintiff or class member in any purported class, representative or consolidated proceedingexpenses of JAMS/Endispute and the Arbitrator.

Arbitration. (a) Any dispute To the extent not inconsistent with applicable law and to the maximum extent permitted by applicable law, any claim, dispute, or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise any other agreement between Client and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in Adviser or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection contracting with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsAdviser, including but not limited to any broker/ dealer or registered investment adviser contracting with Adviser and/or the employees, agents, independent contractors, officers, directors, shareholders, affiliates, successors and each person or entity who is or may be deemed to be controlling, controlled by or under common control with any of the foregoing, whether entered into before, on, or after the date of this Agreement, shall be submitted to binding arbitration. A single arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on an arbitrator, each party shall choose an arbitrator and the chosen arbitrators shall mutually select another arbitrator who will serve as the sole arbitrator. The arbitrator shall conduct the arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), without being submitted to the AAA. The arbitrator shall render a reasoned award stating with particularity the grounds for his or her decision. Judgment upon any award rendered by the arbitrator shall be final, and may be entered into any court having jurisdiction. To the maximum extent permitted by applicable law, any arbitration proceeding shall take place in Sumter County, Florida. Notwithstanding, this agreement to arbitrate does not constitute a waiver of the right to seek a jury trial. Nothing judicial forum where such waiver would be void under federal or state securities laws, in which such case any action or proceeding concerning this Agreement shall prevent Participant from filing charges be commenced in Sumter County, Florida and the parties irrevocably consent to personal jurisdiction and venue in Sumter County, Florida. The parties agree that no arbitration proceeding under this Agreement shall be certified as a class action or claims with the Equal Employment Opportunity Commission, the U.S. Department of Laborproceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other clients or potential clients or persons similarly situated, and (ii) no arbitration proceeding under this Agreement shall be consolidated with, or joined in any way with, any other federal, state or local government agencyarbitration proceeding. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingTHE PARTIES AGREE TO ARBITRATE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon between the parties hereto. Judgment may be entered on , whether during the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomeemployment term or thereafter, (a) each party shall pay all of its own costs and expenses, including, including without limitation, its own legal fees any and expensesall matters relating to this Agreement, Executive’s employment with the Company and/or the cessation thereof, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed all matters arising under any federal, state, or released to any third party without the specific written consent local statute, rule or regulation, or principle of the non-disclosing party, unless required by contract law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionscommon law, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commissionany medical leave statutes, the U.S. Department of Laborwage payment statutes, employment discrimination statutes, employee benefit statutes, and any other equivalent federal, state, or any other federallocal statute, will be settled by arbitration administered by the American Arbitration Association (“AAA”) in New York, New York or, in the event the Company’s primary offices have relocated to Florida then in the city and state of such relocation. The arbitration will be conducted pursuant to the arbitration rules in the AAA’s Employment Arbitration Rules and Mediation Procedures (or local government agencytheir equivalent), which arbitration will be confidential, final, and binding to the fullest extent permitted by law. HoweverThere shall be one (1) arbitrator, Participant selected jointly by the parties hereto, or if the parties cannot so agree on a single arbitrator, selected in accordance with AAA’s procedures. Each party hereto will be responsible for paying its attorney’s fees and costs incurred under this Section 23, except as may seek individual monetary relief only through arbitration under otherwise be provided by the arbitrator in order to comply with applicable substantive law or to the extent otherwise provided in this Agreement. Further, the parties hereto will equally share any costs levied by the AAA, including the cost of the arbitrator and use of a hearing room, provided that Executive will not be obliged to pay for any portion of such costs beyond the maximum amount permitted in order that this arbitration provision be legally enforceable. The Corporation foregoing provisions of this Section 23 shall not be deemed (a) to preclude either party hereto from pursuing a court action for the purposes of obtaining a temporary restraining order or preliminary injunctive relief to protect or enforce its rights hereunder or in circumstances in which such relief is appropriate, (b) to prohibit any court of competent jurisdiction from making preliminary findings of fact in connection with granting or denying preliminary injunctive relief pending a final determination of factual issues by the arbitrator, or (c) to preclude either party from seeking permanent injunctive or other equitable relief after and Participant further agree that any claim submitted to arbitration must be brought in accordance with the party’s individual capacity, decision and not as a plaintiff or class member in any purported class, representative or consolidated proceedingfindings of the arbitrator.

Arbitration. (aEmployee agrees that, except as provided in Section 1(e) Any above, any dispute or controversy arising under out of, relating to, or in connection with this Agreement Agreement, or the interpretation, validity, construction, performance, breach or termination thereof, shall be settled exclusively decided by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in arbitration by the field of employment law. The arbitration shall be held under American Arbitration Association (the auspices of JAMS "Association") in accordance with JAMS then-current Employment Arbitration Rules the rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards regulations of Procedural Fairnessthe Association. The arbitration parties shall, within 30 days of the date of demand by either party for arbitration, mutually select one independent, qualified arbitrator. Each party reserves the right to object to any individual arbitrator who shall be employed by or affiliated with a competing organization. In the event objection is made, the Association shall resolve any dispute regarding the propriety of an individual arbitrator acting in that capacity. Company shall bear the expenses of the arbitrator. Hearings in the proceeding shall commence within 120 days of the selection of the arbitrator. Arbitration shall take place in or near Boston, Massachusetts. At the city request of either party, arbitration proceedings will be conducted confidentially; in which Participant is employed such case all documents, testimony and records shall be received, heard and maintained by the Corporation or was last employed arbitrators in confidence under seal, available for the inspection only by the CorporationAssociation, the parties and their respective attorneys and their respective experts who shall agree in advance and in writing to receive all such information confidentially and to maintain such information in confidence. The arbitrator shall make a written award be able to decree any and shall prepare a written opinion containing the findings all relief of an equitable and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsnature, including but not limited to such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. Reasonable notice of the time and place of arbitration shall be given to all persons, other than the parties, as shall be required by law, in which case such persons or those authorized representatives shall have the right to a jury trialattend and/or participate in all the arbitration hearings in such manner as the law shall require. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity CommissionEMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 6, the U.S. Department of LaborWHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, or any other federalEMPLOYEE AGREES, state or local government agency. HoweverEXCEPT AS SET FORTH IN SECTION 1(e) ABOVE, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacityTO SUBMIT ANY CLAIMS ARISING OUT OF, and not as a plaintiff or class member in any purported classRELATING TO, representative or consolidated proceedingOR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO A BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO THIS AGREEMENT.

Arbitration. To the fullest extent allowed by law, any controversy, claim or dispute between the Executive and the Company (aand/or any of its owners, directors, officers, employees, affiliates, or agents) Any dispute relating to or controversy arising under out of the Executive’s employment or in connection with this Agreement shall the cessation of that employment will be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise submitted to final and experience binding arbitration in the field of employment law. The arbitration shall be held under county in which the auspices of JAMS Executive work(ed) for determination in accordance with JAMS then-current the American Arbitration Association’s (“AAA”) National Rules for the Resolution of Employment Arbitration Disputes (which may be found at xxxxx://xxx.xxx.xxx/sites/default/files/Employment%20Rules.pdf), as the exclusive remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct discovery in accordance with the Federal Rules of Civil Procedure, except that the arbitrator shall have the authority to order and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) permit discovery as the arbitrator may deem necessary and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place appropriate in accordance with applicable state or near the city in which Participant is employed by the Corporation or was last employed by the Corporationfederal discovery statutes. The arbitrator shall make issue a reasoned, written award decision, and shall prepare a written opinion containing have full authority to award all remedies which would be available in court. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the findings filing of the arbitration shall be borne by Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and conclusions on which fees. Any judgment upon the award was based. The decision of rendered by the arbitrator will be final and binding upon the parties hereto. Judgment arbitrator(s) may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties Possible disputes covered by the above include (but are not limited to) unpaid wages, breach of contract, torts, violation of public policy, discrimination, harassment, or any other employment-related claims under laws including but not limited to, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act, the California Labor Code, and any other statutes or laws relating to an employee’s relationship with his/her employer, regardless of whether such dispute is initiated by the employee or the Company. Thus, this bilateral arbitration provision applies to any and all claims that the Company may have against the Executive, including, but not limited to, claims for misappropriation of Company property, disclosure of proprietary information or trade secrets, interference with contract, trade libel, gross negligence, or any other claim for alleged wrongful conduct or breach of the duty of loyalty by the Executive. However, nothing herein shall prevent Executive from filing and pursuing proceedings before the California Department of Fair Employment and Housing, or the United States Equal Employment Opportunity Commission (although if Executive chooses to pursue a claim following the exhaustion of such administrative remedies, that claim would be subject to the provisions of this Agreement). Notwithstanding anything to the contrary contained herein, the Company and the Executive shall have their respective rights to seek and obtain injunctive relief with respect to any controversy, claim or dispute to the extent permitted by law. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH EXECUTIVE AND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY JURY. This arbitration provision is to be construed as broadly as is permissible under applicable law. Executive and Company acknowledge and agree that in connection with any such arbitration their obligations to arbitrate under this Agreement survive the termination of this Agreement and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) continue after the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent termination of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into employment relationship between the parties. Each party fully understands Executive and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingCompany.

Arbitration. (ai) Any Except as otherwise provided in this Agreement, any dispute or controversy arising under or in connection with this Agreement shall between the Employer and you will be settled exclusively by arbitration, conducted before final and binding arbitration by a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall to be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was you were last employed by the CorporationEmployer, unless the Employer and you agree otherwise, in accordance with the JAMS rules for resolution of employment disputes then in effect, except as provided in this Section 11(k). The arbitrator shall make the parties select will have the authority to grant any party all remedies otherwise available by law, but will not have the power to grant any remedy that would not be available in a written award and shall prepare a written opinion containing state or federal court in the findings and conclusions on jurisdiction in which the award was basedarbitration is being held. The decision Either party may seek court intervention in a dispute for interim equitable relief in a court of competent subject matter jurisdiction located within the city in which you were last employed by the Employer, but the resort to interim equitable relief will be pending and in aid of arbitration only, and in such cases the trial on the merits of the arbitrator action will occur in front of, and will be final and binding upon the parties hereto. Judgment may be entered on decided by, the arbitrator’s award in any , who will have the same ability to order legal or equitable remedies as could a court having of general jurisdiction. The parties acknowledge arbitrator will have the authority to hear and agree that in connection with rule on dispositive motions (such as motions for summary adjudication or summary judgment) and has the exclusive authority to resolve any such arbitration and regardless dispute relating to the interpretation, applicability, enforceability or formation of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This this agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsclaims, including but not limited to any claim that all or any part of this agreement is void or voidable. This agreement to arbitrate applies to all claims that the right to a jury trialEmployer may have against you or that you may have against the Employer or the Employer’s current and former officers, directors, employees, representatives and agents, and/or all entities affiliated with the Employer, as well as the current and former officers, directors, employees, representatives and agents of those affiliates. Nothing in this Agreement This arbitration obligation shall prevent Participant not prohibit the Employer or you from filing charges a claim with an administrative agency, nor does it apply to claims for workers’ compensation or unemployment benefits, claims for benefits under an employee welfare or pension plan that specifies a different dispute resolution procedure, or claims with the Equal Employment Opportunity Commissionwhich, the U.S. Department of Laborby law, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through cannot be compelled to binding arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingvia private agreement.

Arbitration. (a) Any controversy, dispute or controversy claim arising under out of or in connection with relating to this Agreement or breach thereof shall first be settled exclusively through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by arbitrationmediation administered by JAMS. If the parties are unsuccessful at resolving the dispute through mediation, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawparties agree to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures. The Any such arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the CorporationOrange County, California. The arbitrator shall make determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of JAMS. The arbitrator shall set a written award limited time period and establish procedures designed to reduce the cost and time for discovery while allowing Buyer and the Seller an opportunity, adequate in the sole judgment of the arbitrator to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall prepare have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a written opinion containing competent court of law or equity, should the findings and conclusions on which the award arbitrator determine that discovery was basedsought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator will as to the validity and amount of any indemnification claim in any Indemnification Demand or as to any other matter under this Agreement shall be final subject to the limitations set forth in this Agreement and final, binding and conclusive upon the parties heretoParties. All such decisions shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. All payments required by the arbitrator shall be made within thirty days after the decision of the arbitrator is rendered. Judgment upon any award rendered by the arbitrator may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any Except as excluded herein below, any controversy, dispute or controversy claim arising under out of or in connection relating to this Agreement, or breach thereof, or Executive’s employment with this Agreement or termination of employment from the Company (each, a “Covered Claim”) shall be settled exclusively resolved by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise final and experience in the field of employment lawbinding arbitration administered by JAMS. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current conducted by a single, neutral arbitrator, pursuant to JAMS’s Employment Arbitration Rules and Procedures (& Procedures, available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/English, as in effect at the time of the initiation of arbitration, which the Company will provide to Executive upon reasonable request, in Boston, Massachusetts. Notwithstanding anything in this Agreement to the contrary, the arbitration provisions of this Agreement shall be governed by and subject enforceable pursuant to JAMS Policy on Employment the Federal Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place Act, and, in or near all other respects, the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing apply the findings and conclusions on which the award was based. The decision substantive laws of the arbitrator will be final Commonwealth of Massachusetts or applicable Federal law, with the same statutes of limitation and binding upon available remedies that would apply if the parties hereto. Judgment may be entered on the arbitrator’s award claims were brought in any a court having of law of competent jurisdiction. The parties acknowledge and agree that in connection with any such costs unique to arbitration, including the arbitration and regardless of outcomeadministrative fees, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees arbitrator compensation and expenses, and any costs of any witnesses call by the arbitrator, that would not be incurred in a court proceeding shall be borne by the Company. Unless otherwise ordered by the arbitrator under applicable law, the Company and Executive shall each bear its, their, his, or her own expenses, such as expert witness fees, filing fees, and attorneys’ fees and costs. Nothing herein shall prevent the Company or Executive from seeking a statutory award of reasonable attorneys’ fees and costs under applicable law. THE COMPANY AND EXECUTIVE RECOGNIZE THAT, BY AGREEING TO ARBITRATE THEIR DISPUTES, EACH WAIVE ITS, THEIR, HIS, OR HER RIGHT TO A TRIAL BY JURY OF ANY COVERED CLAIM. THE COMPANY AND EXECUTIVE WAIVE ITS, THEIR, HIS, OR HER RIGHT TO BRING ANY COVERED CLAIM AS PART OF OR IN CONNECTION WITH A CLASS OR COLLECTIVE ACTION. Notwithstanding the foregoing, this Section shall not preclude either party from seeking a temporary restraining order or a preliminary injunction from a court of competent jurisdiction if such relief is not available in a timely fashion through arbitration. Further, this arbitration agreement shall not apply to: (a) claims for unemployment and workers’ compensation benefits; (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential sexual harassment and no details concerning such arbitration shall be disclosed sexual assault disputes arising under federal, state, local, or released to any third party without the specific written consent of the non-disclosing partytribal law, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement Executive elects to arbitrate is mutually entered into between such disputes; (c) claims arising under the parties. Each party fully understands and agrees that they National Labor Relations Act or which are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to brought before the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or National Labor Relations Board; (d) claims with brought before the Equal Employment Opportunity Commission, the U.S. Department of Labor, Commission or any other federal, similar state or local government agency. However, Participant may seek individual monetary relief only through arbitration under if Executive is required to exhaust Executive’s administrative remedies; provided, that any appeal from an award or denial of an award by any such agency or any further action upon receipt of a right-to-sue letter shall be arbitrated pursuant to the terms of this Agreement. The Corporation ; and Participant further agree that (e) any claim submitted other claim, which by law cannot be subject to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingmandatory arbitration.

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitrationIN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawAS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be held under the auspices of conducted before a single neutral arbitrator, before JAMS in New York, NY. The arbitration shall be administered by JAMS in accordance with this document and the JAMS then-current Employment Arbitration Streamlined Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards for the Arbitration, with one addition: The limitation of Procedural Fairness. The arbitration one discovery deposition per side shall take place in or near the city in which Participant is employed be applied by the Corporation or was last employed by the Corporationarbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall make a written award consider the amount in controversy, the complexity of the factual issues, the number of parties and shall prepare a written opinion containing the findings diversity of their interests and conclusions whether any or all of the claims appear, on which the award was basedbasis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery. The decision arbitration will occur in New York, NY, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents. The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this agreement shall be resolved by the arbitrator. To the extent state law is applicable, the arbitrator shall apply the substantive law of New York. All aspects of the arbitrator will arbitration shall be final treated as confidential and binding upon neither the parties heretonor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Judgment The result of the arbitration shall be binding on the parties and judgment on the arbitrator's award may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge arbitrator shall award to the prevailing party, if any, the costs and agree that attorneys' fees reasonably incurred by the prevailing party in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any You and the Company agree that any controversy, claim or dispute arising out of or controversy relating to the attached Agreement or the breach of any of these Terms and Conditions, or arising under out of or in connection relating to your employment relationship with this Agreement the Company or any of its Affiliates, or the termination of such relationship, shall be settled exclusively resolved by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise final and experience in the field of employment law. The binding arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Mediation Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) of the American Arbitration Association, or other neutral arbitrator and subject rules as mutually agreed to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near by you and the city in which Participant is employed Company, except for claims by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision Company relating to your alleged breach of any of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award employee covenants set forth in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationSection 8 above. This agreement to arbitrate specifically includes, but is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to to, discrimination claims under Title VII of the right to a jury trialCivil Rights Act of 1964 and under state and local laws prohibiting employment discrimination. Nothing in this Agreement Section 9 shall prevent Participant preclude the Company from filing charges pursuing a court action to obtain a temporary restraining order or claims a preliminary injunction relating to the alleged breach of any of the covenants set forth in Section 8. The agreement to arbitrate shall continue in full force and effect despite the expiration or termination of your Award or your employment relationship with the Equal Employment Opportunity Commission, the U.S. Department of Labor, Company or any other federal, state or local government agencyof its Affiliates. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation You and Participant further the Company agree that any claim submitted to arbitration award rendered by the arbitrator must be brought in writing and include the findings of fact and conclusions of law upon which it is based, shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you or the Company or any of its Affiliates had the matter been heard in court. All expenses of arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the partyaward. The arbitrator’s individual capacity, compensation shall be borne equally by you and not as a plaintiff the Company unless otherwise mutually agreed or class member in any purported class, representative or consolidated proceedingthe law provides otherwise.

Arbitration. (a) Any dispute claim or controversy among or between the parties hereto arising under out of or pertaining to any matter contained in connection with this Agreement, or any difference as to the interpretation or performance of any of the provisions of this Agreement shall be settled exclusively by arbitrationarbitration in Los Angeles, conducted California, before a single arbitrator who is an attorney or retired judge with expertise and experience in three (3) arbitrators of the field of employment lawAmerican Arbitration Association under its then prevailing rules. The arbitration arbitrators sitting in any such controversy shall not have the authority or power to modify or alter any express condition or provision of this Agreement, or any modification thereof, or to render any award which, by its terms, has the effect of altering or modifying any express condition or provision of this Agreement or modification thereof. It shall be held under a condition precedent to the auspices institution of JAMS in accordance with JAMS then-current Employment Arbitration Rules said arbitration proceedings that the proceedings be commenced within one (1) year from (i) the date the claim or controversy arises; or (ii) the date of termination of the consultant's services or, whichever is first to occur, and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) the failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and subject to JAMS Policy on Employment Arbitration Minimum Standards a waiver of Procedural Fairnessall claims. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will arbitrators shall be final and binding upon the parties hereto. Judgment binding, and judgment may be entered on the arbitrator’s award thereon in any court having of competent jurisdiction. The parties acknowledge consent to the jurisdiction of the Superior Court of San Bernardino, California and agree that the United States District Court for the Central District of California for all purposes in connection with arbitration, including the entry of judgment on any such arbitration and regardless award. The parties consent that any process or motion or other application to either of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expensessaid courts, and (b) any paper in connection with the arbitration costs shall may be borne entirely served by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed certified mail, return receipt requested, or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitrationpersonal service, or in connection with enforcement such other manner as may be permissible under the rules of any decision in such arbitrationthe applicable court or arbitration tribunal provided a reasonable time for appearance is allowed. This agreement Notwithstanding the foregoing and without intending to arbitrate is mutually entered into between limit the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded remedies available to them by civil court actionsthe Company, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commissionrecover damages, the U.S. Department Consultant further agrees and acknowledges that the unauthorized disclosure or use of Laborthe Company's trade secrets and confidential information pursuant to paragraphs 6 and/or 7 hereunder could cause irreparable harm and significant injury to the Company that may be difficult to ascertain and that damages at law will be an insufficient remedy to the Company in the event that the consultant violate the terms hereof, and that the Company may apply for and obtain injunctive relief, without bond or security, in any other federal, state court of competent jurisdiction to restrain the breach or local government agency. However, Participant may seek individual monetary relief only through arbitration under threatened breach of those provisions of this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any dispute EXECUTIVE and EMPLOYER knowingly and voluntarily agree to submit to binding arbitration any claims, disputes, or controversy controversies arising under out of or in connection with relating to this Agreement shall be settled exclusively by arbitrationemployment relationship or this Agreement, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field alleged breach thereof, including any present or future claim of employment discrimination by EXECUTIVE under either federal or state law. Although workers' compensation issues are not within the scope of this provision, workers' compensation retaliation claims are intended to be arbitrable. Arbitration shall serve as the exclusive forum for claims described above, with the exception that EMPLOYER need not submit issues relating to a breach or threatened breach of Sections 9 or 10 to arbitration. Any arbitration under this Section must be instituted within the applicable statute of limitations governing the dispute under state or federal law. The laws of the State of Tennessee shall govern all issues relating to such arbitration, including but not limited to, the applicability and enforceability of this arbitration provision, without reference to the choice of law doctrine of such state. Such arbitration shall be held under the auspices of JAMS conducted in Nashville, Tennessee (or such other location designated by EMPLOYER) in accordance with JAMS then-current Employment the governing rules of the Federal Mediation and Conciliation Service ("FMCS") then in effect, except for any rule in conflict with this Section. If for any reason FMCS cannot provide a panel from which to select an arbitrator, EMPLOYER may utilize any other arbitrator selection services, including the American Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural FairnessAssociation. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The One arbitrator shall make be selected, using an alternating-strike method, from a written award list of arbitrators provided by FMCS. EXECUTIVE and EMPLOYER will have the right of representation of their own choosing at such hearing as well as the right to present and cross examine witnesses and to submit relevant evidence. Both parties shall prepare have the right, unless waived at the hearing, to file a written opinion containing post-hearing brief and the findings and conclusions on which the award was based. The decision of the selected arbitrator will be final and binding upon the parties heretoshall not limit this right. Judgment may be entered on the arbitrator’s 's award in any court having of competent jurisdiction. The parties acknowledge arbitrator shall have full and agree that in connection with complete power to settle any such arbitration and regardless claim presented, including any federal or state claim of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expensesemployment discrimination or retaliation by EXECUTIVE, and (b) the arbitration costs shall be borne entirely by the Corporationto fashion an appropriate remedy. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity CommissionHowever, the U.S. Department arbitrator shall not have the power to amend or modify this Agreement. In any dispute concerning the termination of LaborEXECUTIVE, the arbitrator may not award reinstatement or any other federal, state remedy unless he or local government agency. However, Participant may seek individual monetary relief only through arbitration she determines that EMPLOYER was not entitled to terminate EXECUTIVE under this Agreement. The Corporation Fees and Participant further agree that any claim submitted to costs for the arbitration must will be brought in split equally between the party’s individual capacityparties; however, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingeach party will be responsible for their own attorney's fees.

Arbitration. (a) Any dispute claim or controversy arising under out of or in connection with relating to this Agreement or any breach thereof shall be settled exclusively by arbitration, conducted before a single arbitrator who arbitration if such claim or controversy is an attorney or retired judge with expertise and experience in the field of employment lawnot settled pursuant to Section 18(h) hereof. The venue for any such arbitration shall be held Dallas, Texas, or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under the auspices of JAMS this Section 18(i) shall be undertaken in accordance with JAMS then-current Employment the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in force. Only individuals who are (i) lawyers engaged full-time in the practice of law and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and subject conclusions of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationaward punitive damages against any party to such arbitration. The arbitrator shall make a written award and shall prepare a written opinion containing require the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on non-prevailing party to pay the arbitrator’s award full fees and expenses or, if in any the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18(i), the non-prevailing parties shall be required to pay the reasonable attorneys’ fees and expenses of the prevailing parties, except that if in the opinion of the court having jurisdiction. The parties acknowledge and agree that in connection with any or arbitrator deciding such arbitration and regardless of outcomeaction there is no prevailing party, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal attorneys’ fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationI HAVE READ THIS AGREEMENT CAREFULLY. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingI ACKNOWLEDGE THAT THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES THAT I AM REQUIRED TO OBSERVE AS AN EMPLOYEE EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION.

Arbitration. (a) Any dispute At the option of either party, any and all disputes or controversy ----------- controversies whether of law or fact and of any nature whatsoever arising under from or in connection with respecting this Agreement shall be settled exclusively decided by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in arbitration by the field of employment law. The arbitration shall be held under the auspices of JAMS American Arbitration Association in accordance with JAMS then-current Employment Arbitration Rules the rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards regulations of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationthat Association. The arbitrator shall make a written award be selected as follows: in the event the Company and shall prepare a written opinion containing the findings and conclusions Employee agree on which one arbitrator, the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential conducted by such arbitrator. In the event the Company and no details concerning such arbitration the Employee do not do agree, the Company and the Employee shall each select one independent, qualified arbitrator and the two arbitrators so selected shall select the third arbitrator. The Company reserves the right to object to any individual arbitrator who shall be disclosed employed by or released to any third party without the specific written consent of the non-disclosing partyaffiliated with a competing organization. Arbitration shall take place at San Jose, unless required by law or court order, as necessary to prosecute or defend the arbitrationCalifornia, or in connection with enforcement of any decision in such arbitration. This agreement other location mutually agreeable to arbitrate is mutually entered into between the parties. Each party fully understands At the request of either party, arbitration proceedings will be conducted in the utmost secrecy; in such case all documents, testimony and agrees that they are giving up certain rights otherwise afforded records shall be received, heard and maintained by the arbitrators in secrecy under seal, available for the inspection only of the Company or the Employee and their respective attorneys and their respective experts who shall agree in advance and in writing to them receive all such information confidentially and to maintain such information in secrecy until such information shall become generally known. The arbitrator, who shall act by civil court actionsmajority vote, shall be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with, or without an accounting and costs, provided that punitive damages shall not be awarded. The decree or judgment of an award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Reasonable notice of the time and place of arbitration shall be given to all persons, other than the parties, as shall be required by law, in which case such persons or those authorized representatives shall have the right to a jury trial. Nothing attend and/or participate in this Agreement all the arbitration hearings in such manner as the law shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingrequire.

Arbitration. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Named Fiduciary and Plan Administrator in its sole and absolute discretion, shall be resolved by binding arbitration before an arbitrator, selected by the mutual agreement of the parties, from the Judicial Arbitration and Mediation Services, Inc. (a) Any “JAMS”), in San Francisco, California. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this Paragraph, or has discontinued its business, the parties agree that an arbitrator, selected by the mutual agreement of the parties, from the American Arbitration Association (“AAA”), in San Francisco, California, shall conduct the binding arbitration referred to in this Paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or controversy arising under or other matter in connection with this Agreement shall question would be settled exclusively barred by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field applicable statute of employment lawlimitations. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to commercial rules and procedures used or established by JAMS, or if there are none, the commercial rules and procedures used or established by AAA. Notwithstanding anything to the contrary in the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The (or AAA) rules and procedures, the arbitration shall take place in or near provide for (i) written discovery and depositions adequate to give the city in which Participant is employed parties access to documents and witnesses that are essential to the dispute and (ii) a written decision by the Corporation or was last employed by arbitrator that includes the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the essential findings and conclusions on upon which the award was decision is based. The decision of Subject to Subparagraph XI.E below, the parties shall bear their own costs and attorneys’ fees incurred in conducting the arbitration, and shall split equally the fees and administrative costs charged by the arbitrator will and JAMS (or AAA) unless required otherwise by applicable law. Any award rendered by JAMS (or AAA) shall be final and binding upon the parties hereto. Judgment parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with any such Any arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs hereunder shall be borne entirely conducted in Palo Alto, California, unless otherwise agreed to by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. Subject to the right of each party to seek specific performance (a) Any which right shall not be subject to arbitration), if a dispute arises out of or controversy arising under or is in connection with any way related to this Agreement or the asserted breach thereof, such dispute shall be settled exclusively by arbitrationreferred to arbitration before the American Arbitration Association the (“AAA”) pursuant to the AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this section will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in reasonable specificity, the field of employment lawissue subject to arbitration (the "Arbitration Notice"). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration shall be held under to resolve the auspices of JAMS dispute by mediation in accordance with JAMS then-current Employment the Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural FairnessRules. The arbitration shall take place in or near If the city in which Participant dispute is employed not resolved by the Corporation date set for arbitration, then any controversy or was last employed claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the Corporationevent any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall make have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a written award and shall prepare a written opinion containing United States District Court judge sitting in the findings and conclusions on which Northern District of New York. In the award was based. The decision event of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomearbitration, (a) each party shall pay all have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of its own costs and expensesCivil Procedure, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs provided that discovery shall be borne entirely by concluded within 90 days after the Corporationdate the matter is set for arbitration. The arbitration arbitrator or arbitrators shall be confidential and no details concerning such arbitration shall be disclosed or released have the power to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited award reasonable attorneys’ fees to the right to a jury trialprevailing party. Nothing Any provisions in this Agreement to the contrary notwithstanding, this section shall prevent Participant from filing charges or claims with be governed by the Equal Employment Opportunity Commission, Federal Arbitration Act and the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under parties have entered into this Agreement. The Corporation and Participant further agree that any claim submitted Agreement pursuant to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingsuch Act.

Arbitration. All claims and disputes other than claims that would determine the extent or general validity of either party’s Intellectual Property and that (a1) Any dispute are between PhotoChannel and Costco or controversy arising under either’s subsidiaries, parents, affiliates, officers, directors and/or employees, and (2) arise out of or in connection with relate to this Agreement or its subject matter, interpretation, performance or enforcement, (including any tort or statutory claim) ("Dispute") shall be settled exclusively arbitrated by arbitrationa sole arbitrator in Seattle, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS Washington, in accordance with JAMS thenthe Center for Public Resources' Rules for Non-current Employment Administered Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/the "CPR Rules") and subject judgement upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. All documents and information relevant to JAMS Policy on Employment Arbitration Minimum Standards the Dispute in the possession of Procedural Fairnessany party shall be made available to the other party not later than sixty (60) days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing. The arbitration hearing may not exceed two days. The award shall take place in or near be rendered within 120 days of the city in demand. The parties have included these time limits to expedite the proceeding, but they are not jurisdictional, and the arbitrator may for good cause permit reasonable extensions, which Participant is employed by shall not affect the Corporation or was last employed by validity of the Corporationaward. The arbitrator may award interim and final injunctive relief and other remedies, but may not award punitive, exemplary, treble, or other enhanced damages. To the fullest extent permitted by applicable law, no arbitration described herein shall make a written award be joined to an arbitration involving any other party, whether through class arbitration proceedings or otherwise. In the case of contradiction between the provisions of this Section and the CPR Rules, this Section shall prepare a written opinion containing the findings and conclusions on which the award was basedprevail. The decision limitations on remedies described above may be deemed ineffective to the extent necessary to determine the validity or general extent of either party’s Intellectual Property Rights or preserve the enforceability of the arbitrator will be final and binding upon the parties heretoagreement to arbitrate. Judgment may be entered on the arbitrator’s award in If any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless provision of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This this agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsheld invalid or unenforceable, including but not limited it shall be so held to the right to a jury trial. Nothing in this Agreement minimum extent required by law and all other provisions shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation remain valid and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingenforceable.

Arbitration. If any dispute between the parties (aeach a “Party” and collectively “Parties”) Any dispute or controversy arising under this IP Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or in connection dispute including the arbitrability of the IP Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this IP Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be settled exclusively by arbitrationagreed upon within ten (10) calendar days, conducted before a single arbitrator who is an attorney or retired then either Party may apply to any judge with expertise and experience in any court of competent jurisdiction in city of Santa Xxxxx County, State of California for appointment of the field of employment lawarbitrator. The arbitration arbitrator(s) shall be held under have the auspices of JAMS in accordance with JAMS thenauthority only to award equitable relief and compensatory damages and shall not have the authority to award punitive damages or other non-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationcompensatory damages. The arbitrator shall make a written have the right to award costs including expenses and shall prepare a written opinion containing attorneys’ fee incurred in connection with these dispute resolution procedures and the findings fees, expenses and conclusions on which costs incurred by the award was basedarbitrator. The decision of the arbitrator will arbitrator(s) shall be final and binding upon the parties heretoand may not be appealed. Judgment Any Party may be entered on the arbitrator’s award in apply to any court having jurisdictionjurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this IP Agreement shall be held in city of Sunnyvale, California. The parties acknowledge and agree that discovery provision of the California Code of Civil Procedure in connection effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any such other arbitration and regardless of outcometo which it is a Party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (aii) each party shall pay all the arbitrations to be consolidated substantially involve common questions of its own costs and expenses, including, without limitation, its own legal fees and expenseslaw or fact, and (biii) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential arbitrations employ materially similar procedural rules and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationmethods for selecting arbitrator(s). This agreement IP Agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the waives any right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingtrial by jury.

Arbitration. (a) Any dispute If mediation is unsuccessful, any controversy or controversy claim arising under out of or in connection with this Agreement relating to the Agreement, the Restrictive Covenant Agreement, the Carve-Out Plan, the Plan or the breach thereof, shall be settled exclusively resolved by arbitration administered by the American Arbitration Association under its then Expedited Procedures of Employment Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Executive waives all rights to trial by jury or by any court. Claims made and remedies sought as part of a class action, private attorney general or other representative action (hereafter all included in the term “class action”) are subject to arbitration on an individual basis, not on a class or representative basis. No class actions, joinder or consolidation of any claim with a claim of any other person or entity shall be allowable in arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise without the written consent of both the Executive and experience the Company. THE EXECUTIVE WAIVES ALL RIGHTS TO TRIAL BY JURY OR BY ANY COURT. IF THE EXECUTIVE FILES A CLAIM OR COUNTERCLAIM AGAINST THE COMPANY, HE MAY ONLY DO SO ON AN INDIVIDUAL BASIS AND NOT WITH ANY OTHER EMPLOYEE OR AS PART OF A CLASS OR CONSOLIDATED ACTION. Executive’s Initials & Date All arbitration proceedings shall be held in Wilmington, Delaware, unless the field laws of employment law. The the state in which the Executive resides expressly require the application of its laws, in which case the arbitration shall be held under in the auspices capital of JAMS that state. There shall be one (1) arbitrator, an attorney at law, who shall have expertise in accordance business law with JAMS then-current Employment a strong preference being an attorney knowledgeable in the medical device business, selected from the panel which the American Arbitration Rules Association provides. In deciding any dispute, the arbitrator shall be required to (i) apply the terms and Procedures conditions of this Agreement to such dispute; (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/ii) set forth in writing the award and subject to JAMS Policy on Employment Arbitration Minimum Standards a summary of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed those facts considered by the Corporation or was last employed by arbitrator to be material to the Corporation. The decision; and (iii) allocate in the arbitrator’s discretion, between the parties, all costs of the arbitration, including facility fees and the fees and expenses of the arbitrator shall make a written award and shall prepare a written opinion containing reasonable attorneys’ fees, costs and expert witness fees of the findings and conclusions on which the award was basedParties. The decision of the arbitrator will shall be final and binding upon on the parties hereto. Judgment may and may, if necessary, be entered on the arbitrator’s award reduced to a judgment in any court having of competent jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between arbitration shall survive any termination or expiration of the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any dispute arising under, or controversy arising under or in connection with related to, this Agreement that cannot be resolved by the Parties within thirty (30) Business Days following notice of such dispute from one Party to the other, unless such timeframe is extended by mutual consent of the Parties, shall be settled exclusively submitted by arbitration, conducted before a single arbitrator who is an attorney or retired judge the Parties to binding arbitration administered by the American Arbitration Association in accordance with expertise and experience in the field of employment lawits Commercial Arbitration Rules. The arbitration shall be held under heard and determined by a panel of three (3) arbitrators, each of whom shall be a disinterested attorney having experience and familiarity with asset sales. Each Party shall choose one (1) arbitrator, with the auspices third arbitrator chosen by agreement of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures the two (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/2) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed arbitrators chosen by the Corporation or was last employed Parties. In the event the two (2) arbitrators chosen by the Corporation. The Parties cannot agree on a third arbitrator, such third arbitrator shall make a written award and shall prepare a written opinion containing be selected by the findings and conclusions on which the award was basedAmerican Arbitration Association. The decision of a majority of the arbitrator will arbitrators shall be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdictionParties. The parties acknowledge and agree that arbitration proceeding shall occur in connection with any such arbitration and regardless of outcomeNew York, (a) each party New York. Each Party shall pay all of bear its own costs relating to such arbitration, and expenses, including, without limitation, its own legal the Parties shall equally share the arbitrators’ fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration and all related proceedings and discovery shall take place pursuant to a protective order entered by the arbitrators that adequately protects the confidential nature of the Parties’ respective confidential information. In no event shall any arbitration award provide a remedy beyond those permitted under this Agreement, and any award providing a remedy beyond those permitted under this Agreement shall not be confirmed, no presumption of validity shall attach, and such award shall be confidential and no details concerning vacated. In the event either Party attempts to challenge the final or binding nature of the arbitration panel, the Parties each agree, without admitting that any such arbitration challenge is permissible or otherwise has merit, that the exclusive venue for any such challenge shall be disclosed or released in the U.S. federal district courts located in the State of New York as a court of first instance. The Parties each agree to the exclusive jurisdiction of such courts with respect to any third party without the specific written consent of the non-disclosing partysuch claim, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement and waive personal service of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees all process upon them, and consent that they are giving up certain rights otherwise afforded all services of process be made by registered mail, directed to them by civil court actionsat their address as set forth in Section 9.10, including but not limited and service so made shall be deemed to the right be completed when deemed received as provided in Section 9.10. The Parties each waive any objection based on forum non conveniens and waive any objection to a jury trialvenue of any action instituted hereunder. Nothing in this Agreement Section 9.5 shall prevent Participant from filing charges or claims with affect the Equal Employment Opportunity Commission, right of the U.S. Department of Labor, or Parties to serve legal process in any other federal, state manner permitted by law or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that to file to enforce any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff judgment against another Party or class member Person in any purported class, representative jurisdiction where such Party or consolidated proceedingPerson has assets.

Arbitration. (a) Any dispute or controversy arising under The arbitration must be conducted on an individual basis, and the Tenant and Owner agree not to act as a class representative or in connection with a private attorney general capacity in any claim or Dispute. The arbitration must be brought within the time set by the applicable statute of limitations or within thirty (30) days of the Tenant vacating the premises, whichever occurs first. The Federal Arbitration Act (FAA) shall govern this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawarbitration agreement. The arbitration shall be held conducted by National Arbitration and Mediation (NAM) under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration its Comprehensive Dispute Resolution Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnessfor the Self-Storage Industry. The NAM arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award rules and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment procedures may be entered on the arbitrator’s award in any court having jurisdictionfound at xxx.xxxxxx.xxx. The parties acknowledge and agree Tenant understands that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of Tenant is waiving its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims judicial adjudication of disputes with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under Owner regarding this Agreement. The Corporation parties know the limited circumstances under which an arbitration award challenge may be made and Participant further agree to those limitations. Owner and Xxxxxx stipulate and agree that any claim submitted they have had sufficient time and opportunity to consider the implications of their decision to arbitrate and that this addendum about arbitration must be brought in represents a voluntary choice after due consideration of the party’s individual capacityconsequences of entering into this addendum. IF THE OWNER CHOOSES ARBITRATION, and not as a plaintiff THE TENANT SHALL NOT HAVE THE RIGHT TO LITIGATE A CLAIM IN SMALL CLAIMS COURT OR TO HAVE A JURY TRIAL. THE TENANT IS ALSO GIVING UP THE TENANT'S RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER COLLECTIVE ACTION LAWSUIT OR ARBITRATION. Each Party shall keep all Disputes, mediation, or class member in any purported classarbitration proceedings strictly confidential, representative except for disclosures of information required by applicable law or consolidated proceedingregulation.

Arbitration. (a) Any In the event of any controversy, dispute or controversy claim arising under out of or in connection with related to this Agreement, the Subscription Agreement or the Convertible Notes, or the interpretation, breach, termination or validity hereof or thereof, the parties shall submit such controversy, dispute or claim to binding arbitration hereunder. All arbitration proceedings pursuant to this Section shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in of the field United States District Court for the Central District of employment lawCalifornia, Los Angeles Division, or the Los Angeles County Superior Court or such other arbitrator as the parties shall mutually agree upon. The arbitration In the event that the parties are unable to agree upon the selection of an arbitrator, any party may request the presiding judge of the United States District Court for the Central District of California, Los Angeles Division, or the Los Angeles County Superior Court to appoint such arbitrator. Arbitration of the dispute shall be held under commence no later than thirty (30) days after the auspices selection or appointment of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationsuch arbitrator. The arbitrator shall make a written award be bound by the express terms of this Agreement and shall prepare a written opinion containing the findings and conclusions on endeavor to reach his or her decision as quickly as possible, which the award was based. The decision of the arbitrator will shall be final and binding upon on the parties heretoto this Agreement. Judgment may be entered on The arbitrator shall also have the power to award costs and expenses (including, without limitation, reasonable attorneys' fees) to the prevailing party. Application to enforce the arbitrator’s award 's decision can be made in any court having or other tribunal of competent jurisdiction; any other application or dispute shall be submitted to the United States District Court for the Central District of California, Los Angeles Division, or the Los Angeles County Superior Court for determination. The parties acknowledge and agree that in connection with rules of discovery then pertaining to the United States District Court for the Central District of California, Los Angeles Division, or a California Court of Law, as the case may be, shall apply to any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expensesarbitration, including, without limitation, its own legal fees Sections 1283.01 and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent 1283.05 of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement California Code of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity CommissionCivil Procedure, the U.S. Department provisions of Laborwhich are hereby incorporated herein and made a part hereof by reference. TO THE MAXIMUM EXTENT PERMITTED BY LAW, or any other federalTHE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO JURY TRIAL OR TO ASSERT THE DOCTRINE OF INCONVENIENT FORUM OR TO OBJECT TO VENUE TO THE EXTENT ANY ACTION SUIT, state or local government agency. HoweverARBITRATION OR OTHER PROCEEDING IS BROUGHT IN THE COUNTY OF LOS ANGELES, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingSTATE OF CALIFORNIA.

Arbitration. (a) Any You and the Company agree that any controversy, claim or dispute arising out of or controversy relating to the attached Agreement or the breach of any of these Terms and Conditions, or arising under out of or in connection relating to your employment relationship with this Agreement the Company or any of its Affiliates, or the termination of such relationship, shall be settled exclusively resolved by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise final and experience in the field of employment law. The binding arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Mediation Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) of the American Arbitration Association, or other neutral arbitrator and subject rules as mutually agreed to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near by you and the city in which Participant is employed Company, except for claims by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision Company relating to your alleged breach of any of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award employee covenants set forth in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationSection 10 above. This agreement to arbitrate specifically includes, but is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to to, discrimination claims under Title VII of the right to a jury trialCivil Rights Act of 1964 and under state and local laws prohibiting employment discrimination. Nothing in this Agreement Section 11 shall prevent Participant preclude the Company from filing charges pursuing a court action to obtain a temporary restraining order or claims a preliminary injunction relating to the alleged breach of any of the covenants set forth in Section 10. The agreement to arbitrate shall continue in full force and effect despite the forfeiture of this Award of Restricted Stock or the termination of your employment relationship with the Equal Employment Opportunity Commission, the U.S. Department of Labor, Company or any other federal, state or local government agencyof its Affiliates. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation You and Participant further the Company agree that any claim submitted to arbitration award rendered by the arbitrator must be brought in writing and include the findings of fact and conclusions of law upon which it is based, shall be final and binding, and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you or the Company or any of its Affiliates had the matter been heard in court. All expenses of arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the partyaward. The arbitrator’s individual capacity, compensation shall be borne equally by you and not as a plaintiff the Company unless otherwise mutually agreed or class member in any purported class, representative or consolidated proceedingthe law provides otherwise.

Arbitration. To the fullest extent allowed by law, any controversy, claim or dispute between Executive and the Company (aand/or any of its owners, directors, officers, employees, affiliates, or agents) Any dispute relating to or controversy arising out of Executive's employment, the cessation of that employment and/or any right or obligation under or in connection with this Agreement shall will be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise submitted to final and experience binding arbitration in the field of employment law. The arbitration shall be held under the auspices of JAMS county in which Executive work(ed) for determination in accordance with JAMS then-current the American Arbitration Association's ("AAA") National Rules for the Resolution of Employment Arbitration Rules Disputes, as the exclusive remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct discovery in accordance with the applicable rules of the arbitration forum, except that the arbitrator shall have the authority to order and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) permit discovery as the arbitrator may deem necessary and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place appropriate in accordance with applicable state or near the city in which Participant is employed by the Corporation or was last employed by the Corporationfederal discovery statutes. The arbitrator shall make issue a reasoned, written award decision, and shall prepare have full authority to award all remedies which would be available in a written opinion containing judicial forum. The parties shall share the findings filing fees required for the arbitration, provided that Executive shall not be required to pay an amount in excess of the filing fees required by a federal or state court with subject matter jurisdiction. The Company shall pay the arbitrator's fees and conclusions on which any AAA administrative expenses. Any judgment upon the award was based. The decision of rendered by the arbitrator will be final and binding upon the parties hereto. Judgment arbitrator(s) may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomeHowever, (a) each party notwithstanding anything to the contrary contained herein, the Company shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to have the right to a jury trialseek and obtain preliminary injunctive relief and other provisional remedies in aid of arbitration or to preserve the status quo pending arbitration in an appropriate judicial forum. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity CommissionBY AGREEING TO THIS BINDING ARBITRATION PROVISION, the U.S. Department of Labor, or any other federal, state or local government agencyBOTH THE EXECUTIVE AND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY JURY. However, Participant may seek individual monetary relief only through This arbitration agreement is to be construed as broadly as is permissible under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingapplicable law.

Arbitration. (a) Any dispute or controversy between you and the Company, arising under out of or in connection with relating to this Agreement or the breach of this Agreement, shall be settled exclusively by arbitrationarbitration administered by the American Arbitration Association (“AAA”) in accordance with its Employment Disputes Arbitration Rules then in effect, conducted and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration shall be held before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held selected by the mutual agreement of you and the Company, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the auspices procedures of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the CorporationAAA. The arbitrator shall make have the authority to award any remedy or relief that a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision court of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expensescompetent jurisdiction could order or grant, including, without limitation, its own legal fees the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and expensesseek interim provisional, and (b) injunctive or other equitable relief until the arbitration costs shall be borne entirely award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, to obtain interim relief, as required by law, or the Corporation. The party’s immediate family and legal and financial advisors, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party hereunder without the specific prior written consent of you and the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the Company. The Company shall pay all costs and fees associated with such arbitration, or in connection with enforcement including all arbitration fees, the arbitrator’s fees, attorneys’ fees and all costs. If the terms of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commissionare acceptable to you please sign where indicated below. It is understood and acknowledged that a fax signature will be considered to be valid as an original. Very truly yours, the U.S. Department of LaborAcorda Therapeutics, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation Inc. By: /s/ Xxxx Xxxxxx Its: CFO Agreed to and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.accepted: /s/ Xxx Xxxxx Dr. Xxx Xxxxx

Arbitration. No dispute between Xxxxx (a) Any dispute or controversy arising under any of its officers, directors, employees, subsidiaries or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/affiliates) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in Executive, which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless way related to the employment of outcome, Executive (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to claims of wrongful termination; racial, sexual, age or other discrimination or harassment; defamation; and other employment-related claims or allegations) shall be the subject of a lawsuit filed in state or federal court. Instead, any such dispute shall be submitted to binding arbitration before the American Arbitration Association (“AAA”) or any other individual or organization on which the parties agree or which a court may appoint. Notwithstanding the above, either Xxxxx or Executive may file with an appropriate state or federal court a claim for injunctive relief in any case where the filing party seeks provisional injunctive relief or where permanent injunctive relief is not available in arbitration. The filing of a claim for injunctive relief in state or federal court shall not allow either party to raise any other claim outside of arbitration. It is understood that both sides are hereby waiving the right to a jury trial. Nothing The arbitration shall be initiated in this Agreement Nassau County, New York and shall prevent Participant from filing charges or claims be administered by AAA under its commercial arbitration rules before a single arbitrator that shall be mutually agreed upon by the parties hereto. If the parties cannot agree on a single arbitrator, then an arbitrator shall be selected in accordance with the Equal Employment Opportunity Commission, the U.S. Department rules of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this AgreementAAA. The Corporation and Participant further agree that any claim submitted to arbitration must be brought filed within one (1) year of the act or omission which gives rise to the claim. Each party shall be entitled to take one deposition, and to take any other discovery as is permitted by the Arbitrator. In determining the extent of discovery, the Arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication. The Arbitrator shall render an award which conforms to the facts, as supported by competent evidence (except that the Arbitrator may accept written declarations under penalty of perjury, in addition to live testimony), and the law as it would be applied by a court sitting in the State of New York. The cost of arbitration shall be advanced equally by the parties; however, the Arbitrator shall have the power, in his discretion, to award some or all of the costs of arbitration and reasonable attorneys’ fees to the prevailing party’s individual capacity, and not as . Any party may apply to a plaintiff or class member in any purported class, representative or consolidated proceedingcourt of competent jurisdiction for entry of judgment on the arbitration award.

Arbitration. (a) Any dispute or controversy arising under or in connection with this If the Agreement Dispute has not been resolved for any reason during the Mediation Period, such Agreement Dispute shall be settled exclusively resolved, at the request of either Party, by arbitrationarbitration administered by the DPR under its Arbitration Rules (the “DPR Rules”), conducted before in Honolulu, Hawaii. There shall be three arbitrators. Each Party shall appoint one arbitrator. The two party-appointed arbitrators shall agree on a single third arbitrator who is an attorney or retired judge with expertise and experience in will chair the field of employment lawarbitral tribunal. The arbitration Any arbitrator not appointed within a reasonable time shall be held under the auspices of JAMS appointed in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject the DPR Rules. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to JAMS Policy on Employment Arbitration Minimum Standards arbitrate, or as to the interpretation or enforceability of Procedural Fairnessthis Section 10.3 will be determined by the arbitrators. In resolving any Agreement Dispute, the Parties intend that the arbitrators apply the substantive laws of the State of Hawaii, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The arbitration shall take place in or near Parties intend that the city in which Participant is employed provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the Corporation or was last employed by the Corporation. The arbitrator arbitrators shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s Parties. The Parties agree to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court having of competent jurisdiction, including any Hawaii State or federal court. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs arbitrators shall be borne entirely by entitled, if appropriate, to award monetary damages and other remedies, subject to the Corporationprovisions of Section 9.10. The Parties will use their reasonable best efforts to encourage the arbitrators to resolve any arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released related to any third party without the specific written consent of the non-disclosing party, unless Agreement Dispute as promptly as practicable. Except as required by law applicable Law, including disclosure or court orderreporting requirements, as necessary to prosecute the arbitrators and the Parties shall maintain the confidentiality of all information, records, reports, or defend other documents obtained in the course of the arbitration, or in connection with enforcement and of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsall awards, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labororders, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in arbitral decisions rendered by the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingarbitrators.

Arbitration. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Offer Letter, your employment with the Company, or the termination of your employment, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Boston, Massachusetts by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator will: (a) Any have the authority to compel adequate discovery for the resolution of the dispute or controversy arising under or in connection with this Agreement shall and to award such relief as would otherwise be settled exclusively permitted by arbitration, conducted before law; and (b) issue a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed written statement signed by the Corporation or was last employed by arbitrator regarding the Corporation. The arbitrator shall make a written award disposition of each claim and shall prepare a written opinion containing the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award was is based. Each party will bear its own attorneys’ fees and litigation costs, except to the extent the underlying law upon which any claim is based provides for the award of attorneys’ fees, in which case such fees will be recoverable as provided by law. The decision arbitrator will be authorized to award all relief that you or the Company would be entitled to seek in a court of law, including, but not limited to, allocating in the arbitrator’s discretion, between the parties, all costs of the arbitration, including facility fees and the fees and expenses of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomereasonable attorneys’ fees, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal expert witness fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing partyparties, unless required if permitted by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trialapplicable law. Nothing in this Agreement shall Offer Letter is intended to prevent Participant either you or the Company from filing charges or claims with obtaining injunctive relief in court to prevent irreparable harm pending the Equal Employment Opportunity Commission, the U.S. Department conclusion of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreementsuch arbitration. The Corporation and Participant parties further agree that any claim submitted to arbitration must this Section 11 may be brought specifically enforced in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingcourt.

Arbitration. (a) Any dispute claim or controversy arising under out of or in connection with relating to this Agreement or any breach thereof shall be settled exclusively by arbitration, conducted before a single arbitrator who arbitration if such claim or controversy is an attorney or retired judge with expertise and experience in the field of employment lawnot settled pursuant to Section 18(h) hereof. The venue for any such arbitration shall be held Dallas, Texas, or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under the auspices of JAMS this Section 18(i) shall be undertaken in accordance with JAMS then-current Employment the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in force. Only individuals who are (i) lawyers engaged full-time in the practice of law and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and subject conclusions of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationaward punitive damages against any party to such arbitration. The arbitrator shall make a written award and shall prepare a written opinion containing require the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on non-prevailing party to pay the arbitrator’s award full fees and expenses or, if in any the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18(i), the non-prevailing parties shall be required to pay the reasonable attorneys’ fees and expenses of the prevailing parties, except that if in the opinion of the court having jurisdiction. The parties acknowledge and agree that in connection with any or arbitrator deciding such arbitration and regardless of outcomeaction there is no prevailing party, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal attorneys’ fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. Any dispute that arises under, is in connection with or is related to this Agreement (“Dispute”) shall be resolved through binding arbitration in accordance with this Section. Either party may at any time make a written demand for arbitration of a Dispute; provided, that the foregoing shall not preclude equitable or other judicial relief by any party to enforce the provisions of this Section. The Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) in effect on the date of the demand for arbitration, and except as the applicable rules are modified by this Agreement, shall apply to the resolution of all Disputes. As a minimum set of rules in the arbitration, the parties agree as follows: (a) Any dispute or controversy arising under or the arbitration shall be held before one (1) arbitrator selected by the parties pursuant to the AAA Rules; (b) the arbitrator shall have the authority to award to the prevailing party in connection any Dispute attorneys’ fees and disbursements, expert witness fees and disbursements and other costs of the arbitration; and (c) the arbitrator shall specify the basis for his/her decision, the basis for the damages award and a breakdown of the damages awarded, and the basis of any other remedy. The arbitrator’s decision shall be considered as a final and binding resolution of the Dispute, shall not be subject to appeal and may be entered as an order in any court of competent jurisdiction in the United States. The parties agree to submit to the jurisdiction of any such court for purposes of the enforcement of any such order. No party shall xxx the other except for enforcement of the arbitrator’s decision if the other party is not performing in accordance with the arbitrator’s decision. The provisions of this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties heretoarbitrator. Judgment may Any arbitration proceeding shall be entered conducted on the a confidential basis. The arbitrator’s award discretion to fashion remedies hereunder shall be no broader or narrower than the legal and equitable remedies available to a court. In the event that arbitration cannot be compelled or in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomeorder to enforce arbitration, (a) each party shall pay all submits to the exclusive jurisdiction of its own costs and expensesany state or federal (if it has or can acquire jurisdiction) court sitting in Los Angeles, including, without limitation, its own legal fees and expensesCalifornia, and (b) the arbitration costs shall be borne entirely by the Corporationwaives all defenses with respect to jurisdiction or venue. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing partyTO THE EXTENT PERMITTED BY LAW, unless required by law or court orderEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS OR HIS OBLIGATIONS HEREUNDER.

Arbitration. Subject to the right of each party to seek specific performance (a) Any which right shall not be subject to arbitration), if a dispute arises out of or controversy arising under or is in connection with any way related to this Agreement or the asserted breach thereof, such dispute shall be settled exclusively by arbitrationreferred to arbitration before the American Arbitration Association (the "AAA") pursuant to the AAA's National Rules for the Resolution of Employment Disputes (the "Arbitration Rules"). A dispute subject to the provisions of this Section 15 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in reasonable specificity, the field of employment lawissue subject to arbitration (the "Arbitration Notice"). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration shall be held under to resolve the auspices of JAMS dispute by mediation in accordance with JAMS then-current Employment the Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural FairnessRules. The arbitration shall take place in or near If the city in which Participant dispute is employed not resolved by the Corporation date set for arbitration, then any controversy or was last employed claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the Corporationevent any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall make have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a written award and shall prepare a written opinion containing United States District Court judge sitting in Chenango County, New York. In the findings and conclusions on which the award was based. The decision event of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomearbitration, (a) each party shall pay all have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of its own costs and expensesCivil Procedure, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs provided that discovery shall be borne entirely by concluded within ninety (90) days after the Corporationdate the matter is set for arbitration. The arbitration arbitrator or arbitrators shall be confidential and no details concerning such arbitration shall be disclosed or released have the power to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited award reasonable attorneys' fees to the right to a jury trialprevailing party. Nothing Any provisions in this Agreement to the contrary notwithstanding, this Section 15 shall prevent Participant from filing charges or claims with be governed by the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacityFederal Arbitration Act, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingthe parties have entered into this Agreement pursuant to such act.

Arbitration. (a) Any If any dispute or controversy between the parties arising under this Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in connection with which event, this Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be settled exclusively by arbitrationagreed upon within ten (10) calendar days, conducted before a single arbitrator who is an attorney or retired then either Party may apply to any judge with expertise and experience in any court of competent jurisdiction in city of Santa Cxxxx County, State of California for appointment of the field of employment lawarbitrator. The arbitration arbitrator(s) shall be held under have the auspices of JAMS in accordance with JAMS thenauthority only to award equitable relief and compensatory damages and shall not have the authority to award punitive damages or other non-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationcompensatory damages. The arbitrator shall make a written have the right to award costs including expenses and shall prepare a written opinion containing attorneys’ fee incurred in connection with these dispute resolution procedures and the findings fees, expenses and conclusions on which costs incurred by the award was basedarbitrator. The decision of the arbitrator will arbitrator(s) shall be final and binding upon the parties heretoand may not be appealed. Judgment Any party may be entered on the arbitrator’s award in apply to any court having jurisdictionjurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Agreement shall be held in city of Sunnyvale, California. The parties acknowledge and agree that discovery provision of the California Rules of Civil Procedure in connection effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any such other arbitration and regardless of outcometo which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (aii) each party shall pay all the arbitrations to be consolidated substantially involve common questions of its own costs and expenses, including, without limitation, its own legal fees and expenseslaw or fact, and (biii) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential arbitrations employ materially similar procedural rules and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationmethods for selecting arbitrator(s). This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the waives any right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingtrial by jury.

Arbitration. (a) Any dispute or controversy arising under or in connection with and all disputes and claims between Cxxxxxxx and Exult that arise out of this Agreement shall be settled exclusively resolved through final and binding arbitration. Any demand for arbitration must be made within 365 days of the date on which the dispute first arose (unless a longer period of time is required by arbitrationlaw), or it will be deemed waived by both parties. Binding arbitration will be conducted before a single arbitrator who is an attorney or retired judge in Orange County, California in accordance with expertise the rules and experience in regulations of the field of employment lawAmerican Arbitration Association. The Cxxxxxxx understands and agrees that the arbitration shall be held under the auspices instead of JAMS in accordance with JAMS then-current Employment Arbitration Rules any civil litigation and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject that this means that Cxxxxxxx is waiving his right to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnessa jury trial as to such claims. The arbitration parties further understand and agree that the arbitrator’s decision shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon to the parties hereto. Judgment may be entered on the arbitrator’s award in fullest extent permitted by law and enforceable by any court having jurisdiction. The parties acknowledge prevailing party in any arbitration conducted pursuant to this Section, and agree any appeal therefrom or related thereto, or any litigation between Cxxxxxxx and Exult related to this Agreement that in connection with any such occurs notwithstanding this arbitration and regardless of outcome, provision (a) each party shall pay all of its own costs and expensesthe foregoing being referred to as “Proceedings”), including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released entitled to any third party without the specific written consent of recover from the non-disclosing prevailing party all costs incurred by the prevailing party in the Proceedings, including without limitation attorneys’ costs and fees. The identity of the prevailing party in any Proceeding will be determined by the arbitrator or other trier of fact or tribunal in the Proceeding as the party most nearly achieving the result sought, although the arbitrator or other trier of fact or tribunal may decide in any Proceeding that there is no prevailing party if, on the basis of all of the facts and circumstances, the interests of justice so require. In addition, Exult shall propose a reasonable set of rules to guide any Proceedings. Such rules shall be designed to lead to a prompt and just result without undue delay or expense, but will not be unduly prejudicial to either party. If Cxxxxxxx agrees to such proposed rules and guidelines, unless required by law Exult will pay on Campbell’s behalf or court order, as necessary advance to prosecute Cxxxxxxx all of Campbell’s reasonable costs incurred in the Proceedings. Campbell’s acceptance of such payments or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This advances will constitute Campbell’s agreement to arbitrate reimburse Exult therefor if Exult is mutually entered into between found by the parties. Each arbitrator or other trier of fact or tribunal to be the prevailing party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingProceeding.

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted You and the Company agree to waive any rights to a trial before a single judge or jury and agree to arbitrate before a neutral arbitrator who is an attorney any and all claims or retired judge disputes arising out of this letter agreement and any and all claims arising from or relating to your employment with expertise the Company, including (but not limited to) claims against any current or former employee, director or agent of the Company, claims of wrongful termination, retaliation, discrimination, harassment, breach of contract, breach of the covenant of good faith and experience in the field fair dealing, defamation, invasion of employment lawprivacy, fraud, misrepresentation, constructive discharge or failure to provide a leave of absence, or claims regarding commissions, stock options or bonuses, infliction of emotional distress or unfair business practices. The arbitration shall arbitrator’s decision must be held under written and must include the auspices findings of JAMS in accordance with JAMS then-current Employment Arbitration Rules fact and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnesslaw that support the decision. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The arbitrator’s decision of the arbitrator will be final and binding upon on both patties, except to the extent applicable law allows for judicial review of arbitration awards. The arbitrator may award any remedies that would otherwise be available to the parties hereto. Judgment may if they were to bring the dispute in court, The arbitration will be entered on conducted in accordance with the arbitrator’s award in any court having jurisdictionJudicial Arbitration & Mediation Services (“JAMS”); provided, however that the arbitrator must allow the discovery that the arbitrator deems necessary for the parties to vindicate their respective claims or defenses. The parties acknowledge arbitration will take place in Santa Xxxxx. California. The Company will pay the costs of arbitration. Both the Company and agree that in connection with any you will be responsible for your own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such an award. This arbitration and regardless of outcome, provision does not apply to (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and workers’ compensation or unemployment insurance claims or (b) claims concerning the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed validity, infringement or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement enforceability of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionstrade secret, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commissionpatent right, the U.S. Department of Labor, copyright or any other federal, state trade secret or local government agencyintellectual property held or sought by either you or the Company (whether or not arising under the Proprietary Information and Inventions Agreement between you and the Company). However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree If an arbitrator or court of competent jurisdiction (the “Neutral”) determines that any claim submitted provision of this arbitration provision is illegal or unenforceable, then the Neutral shall modify or replace the language of this arbitration provision with a valid and enforceable provision, but only to the minimum extent necessary to render this arbitration must be brought provision legal and enforceable. * * * We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and returning it to me. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the party’s individual capacityUnited States. If you have any questions, please call me. Very truly yours, VIOLIN MEMORY, INC. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Executive Chairman I have read and accept this employment offer: /s/ Xxxxx Xxxx Jr. Signature of Xxxxx Xxxx Jr. Dated: July 6, 2009 Exhibit A STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of July 16, 2009, by Violin Memory, Inc., a Delaware corporation (the “Company”), and not as a plaintiff or class member in any purported classXxxxx Xxxx, representative or consolidated proceedingJr. (the “Purchaser”).

Arbitration. (a) Any You and the Company agree that any controversy, claim, or dispute arising out of or controversy relating to the Stock Option Agreement or the breach of any of these Stock Option Terms and Conditions, or arising under out of or in connection relating to your employment relationship with this Agreement the Company or any of its Affiliates, or the termination of such relationship, shall be settled exclusively resolved by arbitration, conducted binding arbitration before a single neutral arbitrator who is an attorney or retired judge with expertise and experience under rules set forth in the field Federal Arbitration Act, except for claims by the Company relating to your breach of employment any of the employee covenants set forth in Paragraph 10 above. By way of example only, claims subject to this agreement to arbitrate include claims litigated under federal, state and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the Civil Rights Act of 1994, the Americans with Disabilities Act, the law of contract and the law of tort. You and the Company agree that such claims may be brought in an appropriate administrative forum, but at the point at which you or the Company seek a judicial forum to resolve the matter, this agreement for binding arbitration becomes effective, and you and the Company hereby knowingly and voluntarily waive any right to have any such dispute tried and adjudicated by a judge or jury. The arbitration shall be held under foregoing not to the auspices of JAMS contrary, the Company may seek to enforce the employee covenants set forth in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award Paragraph 10 above, in any court having of competent jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between shall continue in full force and effect despite the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges expiration or claims termination of your Option or your employment relationship with the Equal Employment Opportunity Commission, the U.S. Department of Labor, Company or any other federal, state or local government agencyof its Affiliates. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation You and Participant further the Company agree that any claim submitted award rendered by the arbitrator shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to arbitration must you, the Company or any of its Affiliates had the matter been heard in court. All expenses of the arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be brought borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the partyaward. The arbitrator’s individual capacity, compensation shall be borne equally by you and not as a plaintiff the Company unless otherwise mutually agreed or class member in any purported class, representative or consolidated proceedingunless the law provides otherwise.

Arbitration. (a) Any dispute with respect to this Agreement which absent, fraud or controversy arising under or in connection with a misrepresentation of a material fact, cannot be made acceptable to the parties by an adjustment of the Terms of this Agreement shall be settled exclusively resolved by arbitrationmediation and, conducted before a single arbitrator who if mediation is an attorney or retired judge with expertise and experience in the field of employment lawnot successful, then by arbitration as provided herein. The arbitration shall be held parties agree first to endeavor to settle the dispute in an amicable manner by mediation administered by the American Arbitration Association (the “AAA”) or such other mediation service as is mutually agreeable to the parties to the dispute under either the auspices of JAMS in accordance with JAMS then-current Employment Arbitration AAA’s Commercial Mediation Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject or such other commercial mediation rules as is mutually agreeable to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnessthe parties to the dispute. The arbitration mediation shall take place in San Diego, California, with representatives of the parties present with full authority to negotiate a settlement. The parties must participate in the Mediation process with a neutral mediator for at least ten hours over at least two days prior to commencement of any arbitration. If a party to the dispute refuses to participate in the mediation, the party demanding mediation may either compel mediation by seeking an appropriate order from a court of competent jurisdiction or near the city in which Participant is employed proceed immediately to arbitration. Thereafter, any unresolved dispute shall be settled by arbitration administered by the Corporation AAA or was last employed such other arbitration service as is mutually agreeable to the parties to the dispute in accordance with the AAA’s Commercial Arbitration Rules or such other commercial arbitration rules as is mutually agreeable to the parties to the dispute. Judgment upon the award rendered by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment arbitrator(s) may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof, and the resolution of the disputed matter as determined by the arbitrator(s) shall be binding on the parties. Any such mediation or arbitration shall be conducted in San Diego, California applying California law. Any party may, without inconsistency with this Agreement, seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that party pending the establishment of the arbitral tribunal, or pending the arbitral tribunal’s determination of the merits of the controversy. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (aarbitrator(s) each party shall pay all of its own may award costs and fees to the prevailing party if, in his/her (their) discretion, the non-prevailing party did not prosecute the arbitration or settlement of the dispute in good faith. “Costs and fees” for this purpose shall mean reasonable pre-award expenses of the arbitration, including fees for the arbitrator(s), administrative fees, travel expenses, includingout-of-pocket expenses such as copying and telephone, without limitationcourt costs, its own legal witness fees and expensesattorneys’ fees. Except as otherwise awarded by the arbitrator(s), all costs and (b) the arbitration costs fees shall be borne entirely by the Corporationparty incurring such costs and fees. The arbitration award shall be confidential in writing and no details concerning such arbitration shall be disclosed or released to any third party without signed by the specific written consent of arbitrator(s) and shall include a statement regarding the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement disposition of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingstatutory claim.

Arbitration. As a material inducement to enter into this Agreement, to the fullest extent allowed by law, any controversy, claim or dispute between Optionee and the Company (aand/or any of its owners, directors, officers, employees, agents, or related entities) Any dispute relating to or controversy arising under or in connection with out of the terms of this Agreement shall will be settled exclusively by arbitration, conducted submitted to final and binding arbitration before a single neutral arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS Orange County, California for determination in accordance with JAMS then-current the American Arbitration Association’s (“AAA”) National Rules for the Resolution of Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject Disputes, as the exclusive remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct discovery to JAMS Policy on Employment Arbitration Minimum Standards the same extent as would be permitted in a court of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationlaw. The arbitrator shall make issue a written award decision, and shall prepare a written opinion containing have full authority to award all remedies which would be available in court. The Company shall pay the findings arbitrator’s fees and conclusions on which any AAA administrative expenses. Any judgment upon the award was based. The decision of rendered by the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely Possible disputes covered by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed above include term or released to any third party without the specific written consent provision hereof, breach of the non-disclosing partycontract, unless required by law or court ordertorts, as necessary to prosecute or defend the arbitrationviolation of public policy, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsdiscrimination, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Laborharassment, or any other federalrelated claims, state regardless of whether such dispute is initiated by Employee or local government agencythe Company. HoweverThus, Participant this bilateral arbitration agreement fully applies to any and all claims that the Company may seek individual monetary relief only through have against the Optionee in connection herewith. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH EMPLOYEE AND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY JURY. This bilateral arbitration agreement is to be construed as broadly as is permissible under this Agreementrelevant law. The Corporation In connection with any arbitration proceeding commenced hereby, the prevailing party shall be entitled to reimbursement of its reasonable attorney’s fees and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacitycosts, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingincluding arbitrator fees.

Arbitration. (a) Any dispute In the event of any dispute, controversy, or controversy claim relating to or arising under out of Executive's employment relationship with Vitesse; this Agreement or any alleged breach, default, or misrepresentation in connection with any of the provisions of this Agreement Agreement; or the termination of Executive's employment with Vitesse for any reason (including, but not limited to, any claims of breach of contract, wrongful termination, or age, sex, race, national origin, sexual orientation, religion, disability or other discrimination or harassment), Executive and Vitesse agree that all such disputes shall be settled fully, finally, and exclusively resolved by arbitration, conducted binding arbitration before a single sole neutral arbitrator who is an attorney or retired judge with expertise and experience in to the field of employment fullest extent permitted by law. The arbitration shall will be held under the auspices of conducted by JAMS in Ventura County, California in accordance with JAMS then-current its “Employment Arbitration Rules & Procedures” or such later-adopted successor rules then in effect and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and shall be subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Information regarding the rules of JAMS and copies of such rules can be found at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/. The arbitration parties will select a neutral arbitrator, or if they cannot agree on one, JAMS will select a neutral arbitrator. The Company will pay any costs of arbitration, including the arbitrator’s fees that would not be borne by an individual filing an action in court. Each party shall take place have the right to such discovery as is reasonably necessary to develop and prosecute his, her, or its case. The parties agree that in or near any proceeding with respect to such matters, each party shall bear its own attorney's fees and costs, unless the city in which Participant is employed by the Corporation or was last employed by the Corporationarbitrator otherwise orders. The arbitrator shall make may grant any relief that would be available in a court of competent jurisdiction. The arbitrator will render a written award and shall prepare a written opinion containing the decision that sets out his or her findings and conclusions on which the award was based. The decision reasoning in sufficient detail to allow for review of the arbitrator will be final decision. This is a mutual agreement; Executive and binding upon the parties hereto. Judgment may be entered on the arbitratorVitesse are both required to arbitrate all such disputes relating to or arising out of Executive’s award in any court having jurisdictionemployment relationship with Vitesse. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any such arbitration matter whatsoever arising out of or in any way connected with any of the matters referenced in this Section 15. Except with respect to actions seeking injunctive relief pursuant to Code of Civil Procedure section 1281.8, Executive and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released Vitesse both waive their rights to file an action in court with regard to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary matter referred to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with Section 15. Judgment on the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant arbitrator’s award may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member entered in any purported class, representative or consolidated proceedingcourt having jurisdiction.

Arbitration. (a) Any dispute The exclusive method for resolving any controversy or controversy claim concerning or arising under out of, or in connection with related to, this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expensesAgreement, including, without limitation, its own legal fees the interpretation thereof, any alleged breach thereof and expensesthe enforcement thereof, and (b) the arbitration costs shall be borne entirely by arbitration in Los Angeles, California, upon initiation by a party hereto by a written notice to the party demanding arbitration and specifying the controversy or claim to be arbitrated. Any controversy or claim shall be settled and finally determined by a single arbitrator selected in accordance with the following procedure: Within five (5) business days of the date of delivery of the foregoing notice, the parties shall each provide the other with a list of ten (10) retired judges from the Los Angeles County Superior Court in order of preference and if one or more judge appears on each such lists, the parties shall designate the duplicated judge who is highest in order of preference on both lists to settle and finally determine the controversy or dispute arising hereunder. If no judge is named on both of such lists, then the parties shall have a period of two (2) business days to agree to the designation of a retired judge from the Los Angeles County Superior Court (who shall not have any conflicts of interest with respect to the subject matter of, or the parties to, such dispute), shall be chosen by the CorporationPresiding Judge of the Superior Court of Los Angeles, State of California. The judge ultimately selected to hear the controversy or dispute hereunder is herein referred to as the "Arbitrator". The Arbitrator shall have the power to award any and all remedies and relief whatsoever deemed appropriate under the circumstances, including, without limitation, money damages and equitable relief. The procedure whereby the evidence (oral/written) relating to the controversy or claim is presented in the arbitration shall be confidential as agreed to by the Arbitrator. The written decision of the Arbitrator shall be binding and no details concerning conclusive on the parties thereto and enforceable as provided by the laws of the State of California, and judgment on such arbitration shall decision may be disclosed or released to entered by any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingcourts having jurisdiction thereof.

Arbitration. (a) Any The parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and Executive agree that, with the express exception of any dispute or controversy arising under Sections 12 and 13 of this Agreement, any controversy or claim arising out of or in connection any way relating to Executive’s employment with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expensesCompany, including, without limitation, its own legal fees any and expensesall disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, and (b) the arbitration costs shall be borne entirely settled by arbitration in New Jersey, or such other place agreed to by the Corporationparties. The This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law. It is agreed that any arbitration pursuant to this section shall be confidential and no details concerning proceed as follows: Any such arbitration shall be disclosed or released to any third party without heard by a single arbitrator. Except as the specific written consent parties may otherwise agree, the arbitration, including the procedures for the selection of an arbitrator, shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the non-disclosing partyAmerican Arbitration Association (“AAA”). All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, unless but the arbitrator shall have the discretion to award costs and/or attorneys' fees as he or she deems appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amounts that are in any way punitive in nature. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is intended that controversies or claims submitted to arbitration under this Section 9 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of any persons concerning them, shall be disclosed to third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or court order, as necessary in response to prosecute or defend the arbitration, legal process or in connection with enforcement of any decision in such arbitration. This agreement Notwithstanding the foregoing, each of the parties agrees that, prior to arbitrate is mutually entered into between submitting a dispute under this Agreement to arbitration, the parties. Each parties agree to submit for a period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsmediator under the auspices of JAMS, including but not limited New York, New York Resolutions Center (or any successor location), pursuant to the right procedures of JAMS International Mediation Rules conducted in New Jersey EXECUTION VERSION (however, such mediation or obligation to a jury trial. Nothing in this Agreement mediate shall prevent Participant from filing charges not suspend or claims with otherwise delay any termination or other action of the Equal Employment Opportunity Commission, Company or affect the U.S. Department of Labor, or any Company’s other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingrights).

Arbitration. (a) Any dispute The parties agree that any dispute, controversy or controversy claim arising under out of or in connection with relating to this Agreement or the breach thereof shall be settled exclusively submitted to and determined by arbitrationarbitration in New York City or Nassau County, conducted before New York, pursuant to the rules of the American Arbitration Association. Unless otherwise provided in this Agreement, any Arbitration must be commenced within two years from the arising of the breach, dispute, controversy or claim. If not timely commenced, no arbitration or lawsuit may be commenced thereafter with regard to such matter nor may the same be asserted in any subsequent arbitration or lawsuit by way of a single arbitrator who is an attorney counterclaim or retired judge with expertise and experience in the field of employment lawaffirmative defense. The arbitration issues shall be held under submitted to three impartial arbitrators selected from panels of arbitrators of the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnesssaid association. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The majority decision of the arbitrator will arbitrators shall be final and sufficient. Any award rendered shall be binding upon the parties hereto. Judgment and judgment upon such award may be entered on the arbitrator’s award in any court having of competent jurisdiction. The arbitrators shall have the power to award a decree of specific performance, punitive damages, temporary or permanent injunctive relief or any other legal or equitable remedy and said award shall be binding upon the parties acknowledge as though decreed by a court of competent jurisdiction. In addition, the arbitrators shall retain the right to award equitable relief in order to carry out the provisions of this Agreement and/or to effectuate the mechanisms set forth in this Agreement. However, the decisions and agree that rulings of the arbitrators must be in connection writing setting forth findings of fact and law and shall be consistent with and limited to the terms of this Agreement. Any decree or finding inconsistent with this Agreement may be challenged by any such party in a court of competent jurisdiction. All costs, expenses and fees of the arbitration and regardless of outcomeattorneys' fees shall be paid as directed by the arbitrators, (a) each who shall have the power to award the prevailing party shall pay all of its own attorneys' fees, costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands shall bear its own costs, fees and agrees that they are giving up certain rights otherwise afforded expenses not awarded by the arbitrators. Notwithstanding anything to them by civil court actionsthe contrary contained in this Article, including but not limited to any party shall have the right to apply to a jury trial. Nothing court of competent jurisdiction for and to obtain a temporary restraining order and/or injunctive relief in this Agreement shall order the prevent Participant from filing charges or claims with ameliorate irreparable damage pending the Equal Employment Opportunity Commission, the U.S. Department commencement and outcome of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingarbitration.

Arbitration. (a) Any dispute The Parties shall first attempt to settle any Claim by agreement. If the Parties are unable to settle any such Claim within a reasonable time period, said Claim is to be arbitrated in accordance with the terms of this Section 12. Subject to the foregoing, any claim or controversy arising under out of or in connection with related to this Agreement Agreement, including the issue of arbitrability of any such Claim, shall be settled exclusively resolved solely and completely by mandatory, final, binding, and non-appealable arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in Los Angeles, California by IFTA, pursuant to its then-effective rules. Reasonable discovery will be allowed in the field arbitration, consistent with both the facts of employment lawthe alleged dispute and the procedural rules of the tribunal. The costs of the arbitration including, among other things, any administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed borne equally by the Corporation or was last employed by Parties to the Corporationarbitration. The arbitrator shall make not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in a written award and court of law. Nothing contained herein, however, shall prepare limit the ability of either Party to pursue interim equitable relief (e.g., a written opinion containing temporary restraining order or preliminary injunction) prior to the findings and conclusions start of the arbitration. A judgment on which the award was based. The decision of rendered by the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereover. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant Parties further agree that venue and jurisdiction over any claim submitted litigation, motion to compel arbitration must be brought or to confirm an arbitration award shall lie exclusively with the courts (state or federal) located in the party’s individual capacityand having jurisdiction over Los Angeles County, California, and not as a plaintiff hereby submit to the jurisdiction thereof. Each of the Parties hereto irrevocably consents to the service of any process, pleading, notices or class member other papers in any purported classaction arising out of or related to this Agreement by the mailing of copies thereof by registered or certified mail, representative postage prepaid, to such Party at such Party’s address set forth herein, or consolidated proceedingby any other method provided or permitted under California law. In the event of any such proceedings, the prevailing Party shall be entitled to an award of reasonable out-of- pocket attorneys’ fees and costs.

Arbitration. (a) Any In the event of any controversy, dispute or controversy claims arising under out of or in connection with related to this Agreement Agreement, or the interpretation, breach, termination or validity hereof, the parties shall submit such controversy, dispute or claim to binding arbitration hereunder. All arbitration proceedings pursuant to this section shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in of JAMS. In the field event that the parties are unable to agree upon the selection of employment lawany arbitrator, any party may request JAMS to appoint such arbitrator. The arbitration Arbitration of the dispute shall be held under commence no later than thirty (30) days after the auspices selection or appointment of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationsuch arbitrator. The arbitrator shall make a written award be bound by the express terms of this Agreement and shall prepare a written opinion containing the findings and conclusions on endeavor to reach his decision as quickly as possible, which the award was based. The decision of the arbitrator will shall be final and binding upon on the parties heretoto this Agreement. Judgment may be entered on The arbitrator shall also have the power to award costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) to the prevailing party. Application to enforce the arbitrator’s award decision can be made in any court having or other tribunal of competent jurisdiction; any other application or dispute shall be submitted to the United States District Court for the Central District of California, Los Angeles Division or the Los Angeles County Superior Court for determination. The parties acknowledge and agree that in connection with rules of discovery then pertaining to the United States District Court for the Central District of California, Los Angeles Division, or a California State Court of Law, as the case may be, shall apply to any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expensesarbitration, including, without limitation, its own legal fees sections 1283.01 and expenses1283.05 of the California Code of Civil Procedure, the provisions of which are hereby incorporated herein and (b) the arbitration costs shall be borne entirely made a part hereof by the Corporationreference. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent provisions of the non-disclosing partyCalifornia Arbitration Statute, unless required by law or court ordercontained in the California Code of Civil Procedure Section 1280 et seq. shall apply. The parties hereby irrevocably consent to arbitration to be held within Los Angeles County, as necessary to prosecute or defend the arbitration, or in connection with enforcement of California and irrevocably waive any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees objections that they are giving up certain rights otherwise afforded to them by civil court actionsmay have based on improper venue or inconvenient forum in Los Angeles County. NOTICE: BY SIGNING THIS AGREEMENT, including but not limited to the right to a jury trialYOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE MANDATORY ARBITRATION OF DISPUTES’ PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity CommissionBY SIGNING THIS AGREEMENT, the U.S. Department of LaborYOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, or any other federalUNLESS SUCH DISCOVERY RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION OF DISPUTES’ PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE APPLICABLE STATE STATUTE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. EACH PARTY TO THIS AGREEMENT REPRESENTS THAT HE, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingSHE OR IT HAS READ AND UNDERSTANDS THE FOREGOING AND AGREES TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES’ PROVISION TO NEUTRAL ARBITRATION.

Arbitration. (a) Any dispute or controversy arising under out of or in connection with this Agreement Agreement, including any question regarding its existence, validity or termination, shall be settled exclusively referred to and finally resolved by arbitrationbinding arbitration governed by the Federal Arbitration Act and conducted in accordance with the American Arbitration Association Commercial Arbitration Rules, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawwhich Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three, each party having the right to appoint one arbitrator, who shall together then appoint a third neutral arbitrator within 30 days in accordance with the Rules. The third neutral arbitrator shall be a person who has five years or more experience involving transactions related to the intrastate natural gas transportation market. The place of arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules Houston, Texas, USA, where all hearings and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnessmeetings shall be held. The arbitration language to be used in the arbitral proceedings shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationbe English. The arbitrator shall parties hereby expressly waive any right of appeal to any court having jurisdiction on any question of fact or law. There will be no written transcript or record of the arbitration proceeding. The arbitrators will only make a written their award and shall prepare will not render a written opinion containing explaining their award. It is expressly agreed that the findings arbitrators shall have no authority to award attorney's fees, or consequential, special, indirect, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under Texas law, or federal law, or under the Federal Arbitration Act, the parties hereby waiving their rights, if any, to recover attorneys' fees and conclusions on which the award was basedconsequential, special, indirect, treble, exemplary or punitive damages with respect to this Agreement. The decision Any and all of the arbitrator will be final arbitrators' orders and binding upon the parties hereto. Judgment decisions may be enforceable in, and judgment upon any award rendered in the arbitration proceeding may be confirmed and entered on the arbitrator’s award in by, any court having jurisdiction. The parties acknowledge and agree that in connection with any such all arbitration proceedings conducted hereunder and regardless the decision of outcomethe arbitrators shall be kept confidential and not disclosed, (a) each party shall pay all of its own costs and expensesexcept to a party's affiliates, including, without limitation, its own legal fees and expensesaccountants, and (b) lawyers, or to the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as extent necessary to prosecute or defend enforce the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingdecision.

Arbitration. (aExcept as provided in Section 6(h) Any above, any dispute or controversy arising under between the parties hereto, whether during the Term or in connection thereafter, including without limitation, any and all matters relating to this Agreement, the Executive’s employment with this Agreement the Company and the cessation thereof, shall be settled exclusively by arbitrationarbitration administered by the American Arbitration Association (“AAA”) in New York, conducted before a single arbitrator who is an attorney New York pursuant to the AAA’s National Rules for the Resolution of Employment Disputes (or retired judge with expertise their equivalent), which arbitration shall be confidential, final, and experience in binding to the field of employment fullest extent permitted by law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject parties agree to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed waive their right to a trial by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge jury and agree that in connection with any such arbitration and regardless of outcomethey will not make a demand, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely request or motion for a trial by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed jury or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationcourt. This agreement to arbitrate shall be binding upon the heirs, successors, and assigns and any trustee, receiver, or executor of each party. A party shall initiate the arbitration process by delivering a written notice of such party’s intention to arbitrate to the other party at the address set forth above and by filing the appropriate notice with the AAA. The parties shall select an arbitrator by mutual agreement, within thirty (30) days after the written notice of intention to arbitrate is mutually entered into received, from a list of eligible arbitrators received from the AAA who are on its Employment Dispute Resolution roster (or the equivalent thereof). If the parties fail to agree on an arbitrator, the AAA Administrator or his/her delegate shall select an arbitrator, who is a member of the AAA’s Employment Dispute Resolution roster (or the equivalent thereof). There shall be one arbitrator. The arbitrator shall have the authority to resolve all issues in dispute, including the arbitrator’s own jurisdiction, whether any dispute must be arbitrated hereunder, and whether this Section 7 is void or voidable, and to award compensatory remedies and other remedies permitted by law. The arbitrator shall decide the matters in dispute in accordance with the governing law provisions of this Agreement, except that the parties agree that this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. The award of the arbitrator shall be final and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accountings. Except as otherwise provided by the arbitrator in accordance with applicable law, each party hereto shall be responsible for paying its own attorneys’ fees and costs incurred in connection with any dispute between the parties. Each party fully understands and agrees To the extent inconsistent with the form of arbitration agreement that they the Company’s employees generally are giving up certain rights otherwise afforded required to them by civil court actionsenter into, including but not limited the Executive, this arbitration provision shall control. Otherwise, to the right extent compatible, effect shall be given to a jury trial. Nothing in both this Agreement shall prevent Participant from filing charges arbitration provision and the Company’s form of arbitration agreement that the Executive has executed or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted will be required to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingexecute.

Arbitration. (a) Any Notwithstanding anything herein to the contrary, any claim or dispute arising out of or controversy arising under related to this Agreement, the interpretation, making performance, breach or in connection with this Agreement termination thereof, shall be finally and exclusively settled exclusively by arbitrationbinding arbitration to be held in Santa Clara, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawCalifornia. The arbitration shall be held under the auspices of JAMS made in accordance with JAMS then-the then current Employment Commercial Arbitration Rules of the Judicial Arbitration and Procedures Mediation Services (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/“JAMS”) and subject such arbitration shall be conducted by an arbitrator chosen by mutual agreement of Buyer and Seller; failing such agreement, the arbitration shall be conducted by three (3) independent arbitrators, one chosen by Seller, one chosen by Buyer and such two arbitrators shall mutually select a third arbitrator, with any decision of two such arbitrators shall be binding; provided, however, if such arbitrators fail to agree on a third arbitrator within twenty (20) calendar days, either Buyer or Seller may make written application to JAMS, San Francisco, California for the appointment of a single arbitrator (the “JAMS Policy on Employment Arbitration Minimum Standards Arbitrator”) to resolve the dispute by arbitration. At the request of Procedural FairnessJAMS the parties involved in the dispute shall meet with JAMS at its offices within ten (10) calendar days of such request to discuss the dispute and the qualifications and experience which each party respectively believes the JAMS Arbitrator should have; provided, however, the selection of the JAMS Arbitrator shall be the exclusive decision of JAMS and shall be made within thirty (30) days of the written application to JAMS. The arbitration arbitrator(s) shall take place have the authority to grant any equitable and legal remedies that would be available in or near any judicial proceeding instituted under California law to resolve the city in which Participant is employed dispute. The prevailing party’s reasonable attorneys’ fees, costs and expenses shall be borne by the Corporation or was last employed unsuccessful party as determined by the Corporationarbitrators. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which Judgment upon the award was based. The decision of rendered by the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each Each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and expenses (bincluding counsel fees) the arbitration costs shall be borne entirely of any such arbitration. The parties hereto expressly waive all rights whatsoever to file an appeal against or otherwise to challenge any award by the Corporation. The arbitration arbitrator(s) hereunder; provided, however, the foregoing shall be confidential not limit the rights of either party to bring a proceeding in any applicable jurisdiction to conform, enforce or enter judgment upon such award (and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent rights of the non-disclosing other party, unless required by law if such proceeding is brought, to contest such confirmation, enforcement or entry of judgment). Notwithstanding the foregoing, either party may commence an action in any court order, of competent jurisdiction and proper venue in order to seek and obtain injunctive or equitable relief or provisional remedies as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in preserve and protect such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain party’s rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any The Parties hereby agree to submit any claim or dispute arising out of or controversy arising under or in connection with relating to the terms of this Agreement to private and confidential arbitration by a single neutral arbitrator. Subject to the terms of this Section, the arbitration proceedings shall be settled exclusively governed by arbitrationthe rules of the Judicial Arbitration and Mediation Service (“JAMS”) applicable to employment disputes as they may be in effect from time to time, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the CorporationOrange County, California. The arbitrator shall make be appointed by agreement of the Parties hereto or, if no agreement can be reached, by the JAMS pursuant to its rules. The Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Arbitrator deems necessary. The Arbitrator shall have the authority to entertain a written award motion to dismiss, demurrer, and/or a motion for summary judgment by any party and shall prepare a written opinion containing apply the findings and conclusions on which standards governing such motions under the award was basedfederal rules of civil procedure applicable in the location of the arbitration. The decision of the arbitrator will shall be rendered in writing and be final and binding upon the parties hereto. Judgment on all Parties to this Agreement, and judgment thereon may be entered on the arbitrator’s award in any court having jurisdiction. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and/or to enforce an arbitration award. The parties acknowledge and agree arbitrator’s fees and/or any other fees payable to JAMS shall be shared in accordance with the rules of JAMS; provided, however, that in connection with Employee shall not be required to pay any such fees that are unique to arbitration and regardless and/or would exceed the cost of outcome, (afiling the same claim(s) each party shall pay all in a court of its own costs and expenses, including, without limitation, its own legal fees and expensescompetent jurisdiction, and (b) the arbitration costs any shortfall shall be borne entirely by the CorporationCompany. The Parties shall each bear their own attorneys’ fees, witness expenses, expert fees and other costs, except to the extent they may be awarded otherwise by the arbitrator in accordance with applicable law. This arbitration shall procedure is intended to be confidential the sole and no details concerning such arbitration shall be disclosed or released to exclusive method of resolving any third party without claim between the specific written consent Parties, and each of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of Parties hereby waives any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trialtrial with respect to such claims. Nothing The successful or prevailing party in any arbitration or other legal proceeding concerning this Agreement shall prevent Participant from filing charges be entitled to attorneys’ fees and other costs incurred in that action or claims with the Equal Employment Opportunity Commissionproceeding, the U.S. Department of Labor, or in addition to any other federalrelief to which such party may be entitled or awarded. Notwithstanding the foregoing provisions of this paragraph, state or local government agency. However, Participant either party may seek individual monetary temporary or preliminary injunction relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative court of competent jurisdiction if such relief is unavailable or consolidated proceedingcannot be timely obtained through Arbitration.

Arbitration. (a) Any The parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and Executive agree that, with the express exception of any dispute or controversy arising under Sections 12 and 13 of this Agreement, any controversy or claim arising EXECUTION VERSION out of or in connection any way relating to Executive's employment with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expensesCompany, including, without limitation, its own legal fees any and expensesall disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, and (b) the arbitration costs shall be borne entirely settled by arbitration in New Jersey, or such other place agreed to by the Corporationparties. The This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law. It is agreed that any arbitration pursuant to this section shall be confidential and no details concerning proceed as follows: Any such arbitration shall be disclosed or released to any third party without heard by a single arbitrator. Except as the specific written consent parties may otherwise agree, the arbitration, including the procedures for the selection of an arbitrator, shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the non-disclosing partyAmerican Arbitration Association (“AAA”). All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, unless but the arbitrator shall have the authority and discretion to award costs and/or attorneys' fees as he or she deems appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amounts that are in any way punitive in nature. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is intended that controversies or claims submitted to arbitration under this Section 9 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of any persons concerning them, shall be disclosed to third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or court order, as necessary in response to prosecute or defend the arbitration, legal process or in connection with enforcement of any decision in such arbitration. This agreement Notwithstanding the foregoing, each of the parties agrees that, prior to arbitrate is mutually entered into between submitting a dispute under this Agreement to arbitration, the parties. Each parties agree to submit for a period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsmediator under the auspices of JAMS, including but not limited New York, New York Resolutions Center (or any successor location), pursuant to the right procedures of JAMS International Mediation Rules conducted in New Jersey (however, such mediation or obligation to a jury trial. Nothing in this Agreement mediate shall prevent Participant from filing charges not suspend or claims with otherwise delay any termination or other action of the Equal Employment Opportunity Commission, Company or affect the U.S. Department of Labor, or any Company's other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingrights).

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted Employee and the Company agree to waive any rights to a trial before a single judge or jury and agree to arbitrate before a neutral arbitrator who is an attorney any and all claims or retired judge disputes arising out of this letter agreement and any and all claims arising from or relating to Employee’s employment with expertise the Company, including (but not limited to) claims against any current or former employee, director or agent of the Company claims of wrongful termination, retaliation, discrimination, harassment, breach of contract, breach of the covenant of good faith and experience in the field fair dealing, defamation, invasion of employment lawprivacy, fraud, misrepresentation, constructive discharge or failure to provide a leave of absence, claims regarding commission, stock options or bonuses, infliction of emotional distress or unfair business practices. The arbitration shall arbitrator’s decision must be held under Mitten and must include the auspices findings of JAMS in accordance with JAMS then-current Employment Arbitration Rules fact and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnesslaw that support the decision. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The arbitrator’s decision of the arbitrator will be final and binding upon on both parties, except to the extent applicable law allows for judicial review of arbitration awards. The arbitrator may award any remedies that would otherwise be available to the parties heretoif they were to bring the dispute in court. Judgment may The arbitration will be entered on conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however that the arbitrator must allow the discovery authorized by the California Arbitration Act or that the arbitrator deems necessary for Employee and the Company to vindicate their respective claims or defenses. The arbitration will take place in San Mateo County or, at Employee’s option, the county in which Employee primarily worked with the Company at the time when the arbitrable dispute or claim first arose. Employee and the Company will share the costs of arbitration equally, except that the Company will bear the cost of the arbitrator’s fee and any other type of expense or costs that Employee would not be required to bear if he had brought the dispute or claim in court. Both the Company and Employee will be responsible for their own attorney’s fees, and the arbitrator may not award in any court having jurisdiction. The parties acknowledge and agree that in connection with any attorneys’ fees unless a statute or contract at issue specifically authorizes such an award, This arbitration and regardless of outcome, provision does not apply to the following: (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and workers’ compensation or unemployment insurance claims or (b) claims concerning the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed validity, infringement or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement enforceability of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionstrade secret, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commissionpatent right, the U.S. Department of Labor, copyright or any other federal, state trade secret or local government agency. However, Participant may seek individual monetary relief only through arbitration intellectual property held or sought by either Employee or the Company (whether or not arising under this Agreement. The Corporation the Proprietary Information and Participant further agree that any claim submitted to arbitration must be brought in Inventions Assignment Agreement between Employee and the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingCompany).

Arbitration. The Account Holder and Custodian shall attempt (ain good faith) Any dispute or controversy to resolve by negotiation any and all claims and disputes arising under or in connection with relating to this Agreement. In the event that the Account Holder and Custodian (including any agent, successor, or assign of the other) are unable to resolve their claim or dispute by negotiation, any claim or dispute arising out of or relating to this Agreement or the breach, termination, interpretation or validity thereof (except issues relating to this arbitration provisions as specified below) of the scope or applicability of this Agreement to arbitrate, shall be settled exclusively resolved by arbitration, conducted individual arbitration before a single arbitrator who is an attorney or retired judge with expertise and experience sole arbitrator, in the field state of employment lawColorado, county of Denver. The arbitration shall will be held under the auspices of JAMS in accordance with JAMS then-current Employment administered by Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) Procedures. Claims and subject Disputes will not be resolved in any other forum or venue unless JAMS is unwilling or unable to JAMS Policy on Employment Arbitration Minimum Standards perform such service. In such case the Custodian shall determine an alternative provider and all other provisions of Procedural Fairnessthis section shall apply. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this agreement to arbitrate and other items set forth in this Article XXVI, shall be for a court of competent jurisdiction to decide. The Account Xxxxxx and Custodian agree that any such arbitration shall take place proceeding will be conducted by a retired judge who is experienced in or near dispute resolution. Pre‐arbitration discovery will be limited to the city in which Participant is employed greatest extent provided by the Corporation rules of JAMS and any arbitration award will not include factual findings or was last employed by conclusions of law. No consequential or punitive damages will be awarded, and the Corporation. The arbitrator shall make a written have no power or authority to render any award and shall prepare a written opinion containing or issue any order at any time except as permitted in this Agreement. Notwithstanding any other rules, no arbitration proceeding brought against the findings and conclusions on which the award was based. The decision of the arbitrator Custodian will be final and binding upon consolidated with any other arbitration proceeding without the parties heretoCustodian’s consent. Judgment may be entered on the arbitrator’s upon any award granted in any arbitration in any court of competent jurisdiction in Denver, Colorado, or in any other court having jurisdictionjurisdiction for this limited purpose only. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party arbitrator shall pay all of its own costs and expenses, including, without limitation, its own legal award reasonable attorneys’ fees and expenses, and (b) including the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent expense of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationto the prevailing party. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and The Account Xxxxxx agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or Account Holder may only bring claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted disputes to arbitration must be brought only in the party’s his or her individual capacity, capacity and not as a plaintiff or class member in any purported classclass or representative arbitration. The prevailing party in any judicial motion to compel arbitration or confirm an arbitration award rendered pursuant to this paragraph shall be entitled to reimbursement of its reasonable attorneys’ fees and expenses from the non‐moving party. Arbitration is final and binding on the Account Holder and Custodian. The Account Xxxxxx and Custodian agree to waive their right to seek remedies in court, representative including the right to jury trial. The Account Holder and Custodian agree that any such proceedings shall be treated as confidential and shall not be disclosed to anyone else, except as may be necessary to effectuate the ruling of the arbitrator. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS’ rules, unless otherwise stated below. The prevailing party in the arbitration will be entitled to reimbursement of all fees associated with the arbitration paid for by the prevailing party. The Account Holder can choose to reject this binding agreement to arbitrate by mailing the Custodian a written opt‐out notice. The opt‐out notice must be postmarked no later than 30 days after the date you accept this Agreement for the first time. You must mail the opt‐out notice to M2 Trust, Attn: Litigation Department, 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx XX 00000. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of the Agreement will continue to apply. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 5305‐A is a model custodial account agreement that meets the requirements of section 408(a) and has been pre‐approved by the IRS. A traditional individual retirement account (Traditional IRA) is established after the form is fully executed by both the individual (Account Holder) and the Custodian and must be completed no later than the due date (excluding extensions) of the individual’s income tax return for the tax year. This account must be created in the United States for the exclusive benefit of the Account Holder and his or consolidated proceedingher beneficiaries. Do not file Form 5305‐A with the IRS. Instead, keep it with your records. For more information on IRAs, including the required disclosures the Custodian must give the Account Holder, see Pub. 590, Individual Retirement Arrangements (IRAs).

Arbitration. (a) Any The Company and the Executive agree that any dispute or controversy arising under or in connection with this Agreement shall as to the parties’ rights and obligations hereunder shall, at the election and upon written demand of either party, be settled exclusively by arbitration, conducted submitted to arbitration before a single neutral arbitrator who is an attorney or retired judge with expertise in Orange County, California and experience in the field of employment law. The arbitration shall be held under administered by the auspices of JAMS in accordance with JAMS then-current Judicial Arbitration Mediation Service (“JAMS”) pursuant to its Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of or Procedural Fairness. The arbitration Fairness (“Rules”), which Rules shall take place in or near the city in which Participant is employed be modified by the Corporation or was last employed by arbitrator to the Corporationextent necessary to comply with applicable law. The arbitrator shall make a written not have authority to add to, modify, change or disregard any lawful terms of this Agreement or to issue an award and shall prepare a written opinion containing the findings and conclusions on which the award was basedthat is contrary to applicable law. The decision of the arbitrator will shall be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award and enforceable in any court having of competent jurisdiction. The parties further agree, notwithstanding the foregoing, that (i) except as provided in this Section 10, the Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement, (ii) the procedural protections and requirements of the California Arbitration Act, Section 1280 et seq. of the California Code of Civil Procedure, will apply to any arbitration proceedings hereunder; (iii) the Company shall pay any costs and expenses that the Executive would not otherwise have incurred if the dispute had been adjudicated in a court of law, rather than through arbitration, provided, however, that if either party prevails on a statutory claim that affords the prevailing party an award of attorney’s fees, the arbitrator may award reasonable attorney’s fees to the prevailing party, consistent with applicable law; and (iv) any hearing must be transcribed by a court reporter and any decision of the arbitrator must be set forth in writing, consistent with the applicable state or federal law and supported by essential findings of fact and conclusion of law. The provisions of this Section 10 shall survive the termination or revocation of this Agreement. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely claims by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed Executive for Worker’s Compensation or released to any third party without the specific written consent of the non-disclosing party, unless required unemployment compensation benefits are not covered by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any dispute or controversy arising under out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Denver, Colorado, before a sole arbitrator selected from Judicial Arbiter Group, Inc., Denver, Colorado, or its successor (“JAG”), or if JAG is no longer able to supply the arbitrator, such arbitrator shall be selected from the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), or other mutually agreed upon arbitration provider, as the exclusive forum for the resolution of such dispute. Provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall be settled exclusively remain effective until the matter is finally determined by the Arbitrator unless such relief is terminated by a court of law or the Arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration Arbitrator shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make issue a written award and shall prepare a written opinion containing decision that sets forth the essential findings and conclusions on upon which the Arbitrator’s award was or decision is based. The decision of Any award or relief granted by the arbitrator will Arbitrator hereunder shall be final and binding upon on the parties hereto. Judgment hereto and may be entered on the arbitrator’s award in enforced by any court having of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any such matter whatsoever arising out of or in any way connected with this Agreement or Executive’s employment. The parties agree that Company shall be responsible for payment of the forum costs of any arbitration and regardless of outcomehereunder, (a) each including the Arbitrator’s fee. Each party shall pay all of its own costs and expenses, including, without limitation, bear his or its own legal costs, provided that if the Arbitrator determines that the Company has acted in bad faith, then Executive shall be entitled to the reasonable attorneys’ fees and expenses, and (b) the arbitration costs shall be borne entirely incurred by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or him in connection with enforcement resolution of any decision the dispute in such arbitration. This agreement addition to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federalrelief granted. Payments by the Company for Executive’s reasonable attorneys’ fees and costs, state or local government agency. Howeverif applicable, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must shall be brought in made within sixty (60) days following the partydate of the Arbitrator’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingfinal non-appealable decision.

Arbitration. If the matter is not resolved after applying the mediation procedures set forth above, or if either party refuses to take part in the mediation process, the parties hereby agree to submit all controversies, claims and matters of difference that are unresolved to arbitration in Denver, Colorado, according to the commercial rules and practices of the American Arbitration Association (a"AAA") Any dispute or controversy arising from time to time in force, and in accordance with the following provisions of this subsection (d), and unless otherwise agreed by the parties and subject to the rights of the parties as provided in Section 18.1 and Section 18.2 hereof (including the right not to continue to perform under or in connection with this Agreement), they shall continue to perform under this Agreement during arbitration. (i) Arbitration discovery shall be settled exclusively conducted in accordance with the Federal Rules of Civil Procedure, with any disputes over the scope of discovery to be determined by the arbitrators, it being intended that the arbitrators shall allow limited, reasonable discovery prior to any hearing on the merits. (ii) Arbitration hereunder shall be by three independent and impartial arbitrators. Each of the parties shall appoint one arbitrator within thirty (30) days after initiation of arbitration and the two arbitrators so appointed shall select a third arbitrator within forty-five (45) days after initiation of arbitration. In the event that the parties or the arbitrators fail to select arbitrators as required above, the AAA shall select such arbitrators. (iii) The AAA shall have the authority to disqualify any arbitrator who it determines not to be independent and impartial. The arbitrators shall be entitled to a fee commensurate with their fees for professional services requiring similar time and effort. (iv) The arbitrators shall conduct a hearing no later than sixty (60) days after initiation of the matter to arbitration, conducted before and a single arbitrator who is an attorney decision shall be rendered by the arbitrators within thirty (30) days of the hearing. At the hearing, the parties shall present such evidence and witnesses as they may choose, with or retired judge without counsel. Adherence to formal rules of evidence shall not be required but the arbitration panel shall consider any evidence and testimony that it determines to be relevant, in accordance with expertise and experience in the field of employment lawprocedures that it determines to be appropriate. The arbitration determination shall be held under in writing and shall specify the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules factual and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnesslegal bases for the determination. The arbitration shall take place in arbitrators may award legal or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsequitable relief, including but not limited to the right specific performance. (v) The parties agree that this submission and agreement to a jury trial. Nothing arbitrate shall be governed by and specifically enforceable in this Agreement shall prevent Participant from filing charges or claims accordance with the Equal Employment Opportunity Commission, laws of the U.S. Department State of Labor, or Colorado. Arbitration may proceed in the absence of any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreementparty if prior written notice of the proceedings has been given to such party. The Corporation parties agree to abide by all decisions and Participant further agree that any claim submitted to arbitration must determinations rendered in such proceedings. Such decisions and determinations shall be brought in final and binding on all parties. All decisions and determinations may be filed with the party’s individual capacityclerk of one or more courts, and not state, federal or foreign having jurisdiction over the party against whom it is rendered or its property, as a plaintiff or class member in any purported class, representative or consolidated proceedingbasis of judgment.

Arbitration. (a) Any In the event a dispute occurs with respect to any claim, dispute or controversy other matter arising under out of or relating to this Warrant, the parties hereto will promptly attempt to settle such dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation. If agreement is reached concerning the resolution of such dispute, then such agreement shall be final, conclusive and binding on the parties hereto. If, on or before the tenth day after written notice of such dispute is given by one party to the other parties, such dispute has not been resolved by the agreement of all the parties, such dispute shall be settled by an expedited arbitration proceeding conducted in accordance with the then-current CPR Non-Administered Arbitration Rules and the Federal Rules of Evidence in Wilmington, Delaware by a panel of three arbitrators who shall have experience relating to the dispute or matter to be resolved. Each of the Company and the holder shall select an arbitrator, and those two arbitrators shall select a third arbitrator. The parties hereto shall provide such arbitrators with such information as may be reasonably requested in connection with this Agreement the arbitration of such dispute and shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge otherwise cooperate with expertise each other and experience such arbitrators in good faith and with the field goal of employment lawresolving such dispute as promptly as reasonably practicable. The arbitration arbitrators' decision and award with respect to the dispute referred to shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon on the parties hereto. Judgment hereto and may be entered on the arbitrator’s award in any court having with jurisdiction, and the parties hereto shall abide by such decision and award. The parties acknowledge cost of the arbitration proceeding and agree that any proceeding in connection with court to confirm or to vacate any such arbitration and regardless of outcomeaward, as applicable (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal attorneys' fees and expensescosts), and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration unsuccessful party (if any) and shall be confidential and no details concerning such arbitration awarded as part of the arbitrators' award; provided however, that if the arbitrators do not find one party to be unsuccessful then the cost of the arbitral proceeding shall be disclosed or released to any third party without paid equally by the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingparties hereto.

Arbitration. The Parties hereto hereby irrevocably and unconditionally agree that, except for payment related disputes and each Party’s right to seek injunctive relief in state and federal courts, any and all actions, suits, proceedings, claims or counterclaims directly or indirectly arising out of, under or in any way relating to this Agreement or the transactions contemplated by this Agreement, shall be determined by binding arbitration before a single neutral arbitrator (a“Arbitrator”) Any in Los Angeles County, California, pursuant to the rules of the American Arbitration Association (“AAA”). The Arbitrator shall be a retired judge and shall be mutually agreed upon by the Parties to such dispute or controversy arising if such Parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed pursuant to the AAA. The fees of the Arbitrator shall be borne equally by the Parties to each dispute, provided, that the Arbitrator may require such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator’s decision. The Arbitrator’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the New York Court for confirmation and enforcement of the award. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions, subject to the provisions of this Agreement waiving or limiting that remedy. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. EACH PARTY UNDERSTANDS THAT BY AGREEING TO ARBITRATION IN THE EVENT OF A DISPUTE IN CONNECTION WITH THIS AGREEMENT, EACH PARTY IS EXPRESSLY WAIVING SUCH PARTY’S RIGHT TO REQUEST A TRIAL BY JURY IN A COURT OF LAW. Notwithstanding the foregoing and in addition to any other rights and remedies that either Party may have, either Party, without posting any bonds, shall be entitled to obtain in State or Federal Court, and the other Party agrees not to oppose, a request for injunctive and other equitable relief to prevent a breach or continuing breach of this Agreement. If, notwithstanding the arbitration provisions of this Agreement, a party shall succeed in bringing an action relating to any matter or dispute in connection with this Agreement in a court of law, then the exclusive venue for resolution of such matter or dispute shall be settled exclusively the federal and state courts located in New York County, New York. Each Party further agrees that personal jurisdiction over such Party may be effected by arbitration, conducted before service of process by personal delivery or by a single arbitrator who is an attorney or retired judge with expertise and experience nationally recognized overnight courier addressed as provided in the field preamble of employment law. The arbitration this Agreement, and that when so made shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding as if served upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingParty personally.

Arbitration. (a) Any dispute At the option of either party, any and all disputes or controversy ----------- controversies whether of law or fact and of any nature whatsoever arising under from or in connection with respecting this Agreement shall be settled exclusively decided by arbitrationarbitration by the American Arbitration Association in accordance with the rules and regulations of that Association. By entering into this Agreement, conducted before the Company and the Employee expressly waive any right to (1) a single arbitrator who is an attorney jury trial of any dispute or retired judge with expertise controversy subject to arbitration under this Agreement; (2) any award of punitive damages; and experience in (3) judicial review of any arbitration award hereunder, except to the field of employment lawextent expressly provided by this Agreement. The arbitrator shall be selected as follows: In the event the Company and the Employee agree on one arbitrator, the arbitration shall be held under conducted by such arbitrator. In the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules event the Company and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) the Employee do not so agree, the Company and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnessthe Employee shall each select one independent, qualified arbitrator and the two arbitrators so selected shall select the third arbitrator. The arbitration Company reserves the right to object to any individual arbitrator who shall be employed by or affiliated with a competing organization. Arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomeOrange County, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitrationCalifornia, or in connection with enforcement of any decision in such arbitration. This agreement other location mutually agreeable to arbitrate is mutually entered into between the parties. Each party fully understands At the request of either party, arbitration proceedings will be conducted in the utmost secrecy; in such case all documents, testimony and agrees that they are giving up certain rights otherwise afforded records shall be received, heard and maintained by the arbitrators in secrecy under seal, available for the inspection only of the Company or the Employee and their respective attorneys and their respective experts who shall agree in advance and in writing to them receive all such information confidentially and to maintain such information in secrecy until such information shall become generally known. The arbitrator, who shall act by civil court actionsmajority vote, shall be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs, provided that punitive damages shall not be awarded. The decree or judgment of an award rendered by the right arbitrators may be entered in any court having jurisdiction thereof. The arbitrator's authority shall be limited to a jury trial. Nothing in considering and deciding disputes or controversies arising from or respecting this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity CommissionAgreement, the U.S. Department and to awarding relief specifically provided for by Sections 3 and 4 of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation arbitrator shall not have authority to alter or waive provisions of this Agreement, to award relief not expressly permitted by this Agreement, or to modify existing policies or procedures of the Employer. The arbitrator's decision shall be in writing and Participant further agree that any claim submitted shall set forth the facts and reasons supporting it. The arbitrator shall not have the power to arbitration must be brought in the party’s individual capacitycommit errors of law or legal reasoning, and not the award may be vacated or corrected pursuant to California Code of Civil Procedure section 1286.2 or 1286.6 for any such error. The arbitrator's decision/award shall be final binding on all parties. Reasonable notice of the time and place of arbitration shall be given to all persons, other than the parties, as a plaintiff shall be required by law, in which case such persons or class member those authorized representatives shall have the right to attend and/or participate in any purported class, representative or consolidated proceedingall the arbitration hearings in such manner as the law shall require.

Arbitration. (a) Any The Company and the Executive agree that any dispute or controversy arising under or in connection with this Agreement shall as to the parties’ rights and obligations hereunder shall, at the election and upon written demand of either party, be settled exclusively by arbitration, conducted submitted to arbitration before a single neutral arbitrator who is an attorney or retired judge with expertise in Orange County, California and experience in the field of employment law. The arbitration shall be held under administered by the auspices of JAMS in accordance with JAMS then-current Judicial Arbitration Mediation Service (“JAMS”) pursuant to its Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of or Procedural Fairness. The arbitration Fairness (“Rules”), which Rules shall take place in or near the city in which Participant is employed be modified by the Corporation or was last employed by arbitrator to the Corporationextent necessary to comply with applicable law. The arbitrator shall make a written not have authority to add to, modify, change or disregard any lawful terms of this Agreement or to issue an award and shall prepare a written opinion containing the findings and conclusions on which the award was basedthat is contrary to applicable law. The decision of the arbitrator will shall be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award and enforceable in any court having of competent jurisdiction. The parties further agree, notwithstanding the foregoing, that (i) except as provided in this Section 12, the Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement, (ii) the procedural protections and requirements of the California Arbitration Act, Section 1280 et seq. of the California Code of Civil Procedure, will apply to any arbitration proceedings hereunder; (iii) the Company shall pay any costs and expenses that the Executive would not otherwise have incurred if the dispute had been adjudicated in a court of law, rather than through arbitration, provided, however, that if either party prevails on a statutory claim that affords the prevailing party an award of attorney’s fees, the arbitrator may award reasonable attorney’s fees to the prevailing party, consistent with applicable law; and (iv) any hearing must be transcribed by a court reporter and any decision of the arbitrator must be set forth in writing, consistent with the applicable state or federal law and supported by essential findings of fact and conclusion of law. The provisions of this Section 12 shall survive the termination or revocation of this Agreement. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely claims by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed Executive for Worker’s Compensation or released to any third party without the specific written consent of the non-disclosing party, unless required unemployment compensation benefits are not covered by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any dispute claim or controversy arising under out of or in connection with relating to this Agreement or any breach thereof shall be settled exclusively by arbitration, conducted before a single arbitrator who arbitration if such claim or controversy is an attorney or retired judge with expertise and experience in the field of employment lawnot settled pursuant to Section 4(g) hereof. The venue for any such arbitration shall be held Atlanta, Georgia, or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under the auspices of JAMS this Section 4(h) shall be undertaken in accordance with JAMS then-current Employment the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") then in force. Only individuals who are (i) lawyers engaged full-time in the practice of law and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and subject conclusions of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationaward punitive damages against any party to such arbitration. The arbitrator shall make a written award require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 4(h), the non-prevailing parties shall prepare a written opinion containing be required to pay the findings reasonable attorneys' fees and conclusions on which the award was based. The decision expenses of the prevailing parties, except that if in the opinion of the court or arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any deciding such arbitration and regardless of outcomeaction there is no prevailing party, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal attorneys' fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any dispute or controversy arising under out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment with the Company or the termination of Executive’s employment with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Miami-Dade County, Florida, before a sole arbitrator selected from the American Arbitration Association,; provided, however, that provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated under this Section 12, including any filing fees and arbitrator fees. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator hereunder shall be settled exclusively final and binding on the parties hereto and may be enforced by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field any court of employment lawcompetent jurisdiction. The arbitration shall be held under parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the auspices parties against the other in connection with any matter whatsoever arising out of JAMS or in accordance any way connected with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationthis Agreement. The arbitrator shall make a written award and shall prepare a written opinion containing reasonable attorney’s fees (including reasonable disbursements) to the findings and conclusions on which party that the arbitrator has determined to be the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award was based. The decision or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the arbitrator will foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be final and binding upon treated in a confidential manner by the arbitrator, the parties heretohereto and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Judgment Without limiting the generality of the foregoing, no one shall divulge to any person or entity not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be entered on necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenseshereunder, including, without limitationlimiting the generality of the foregoing, its own legal fees and expensesto prevent or compel arbitration or to confirm, and (b) the correct, vacate or otherwise enforce an arbitration costs award, shall be borne entirely by filed under seal with the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing partycourt, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingextent permitted by law.

Arbitration. (a) Any dispute dispute, controversy or controversy claim arising under or in connection with relating to this Agreement or any breach or threatened breach hereof (an “Arbitrable Dispute”) shall be settled resolved exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise final and experience binding arbitration in the field State of employment lawTexas administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. The Any demand for arbitration shall be held in writing, shall be served on the other Party in the manner prescribed herein for the giving of notices, and shall set forth a short statement of the factual basis for the claim, specifying the matter or matters to be arbitrated. The Arbitrable Dispute shall be heard by a three arbitrator panel. In a three member panel arbitration, each of the two Parties to the Arbitrable Dispute shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute from that Party’s list of three independent arbitrators after the other Party (or representative, if applicable) has had the opportunity to designate as objectionable and eliminate one arbitrator from the other’s list within seven days after submission thereof. The two arbitrators so selected by the Parties shall select a third independent arbitrator expert in the matter of the Arbitrable Dispute. Any arbitration pursuant hereto shall be conducted by the arbitrators under the auspices guidance of JAMS the Federal Rules of Civil Procedure and the Federal Rules of Evidence, but the arbitrators shall not be required to comply strictly with such Rules in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnessconducting any such arbitration. The All such arbitration proceedings shall take place in or near the city in which Participant is employed State of Texas. The fees and expenses of the arbitrators and any related costs and expenses initially shall be borne equally by the Corporation or was last employed by two sides to the CorporationArbitrable Dispute. The arbitrator arbitrators shall make have the authority to award any remedy or relief that a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision state district court of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless State of outcome, (a) each party shall pay all of its own costs and expensesTexas could order or grant, including, without limitation, its own legal fees and expensesspecific performance of any obligation created under this Agreement, and (b) the awarding of punitive damages, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration costs process. The arbitrators shall render their decision and award in writing and counterpart copies thereof shall be borne entirely delivered to each Party. The decision and award of the arbitrators shall be binding on all Parties. In rendering such decision and award, the arbitrators shall not add to, subtract from or otherwise modify the provisions of this Agreement. Any Party to the arbitration may seek to have judgment upon the award rendered by the Corporationarbitrators entered in any court having jurisdiction thereof. The Each Party agrees that it will not file any suit, motion, petition or otherwise commence any legal action or proceeding for any matter which is required to be submitted to arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or contemplated herein except in connection with the enforcement of an award rendered by the arbitrators. Upon the entry of an order dismissing or staying any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited action or proceeding filed contrary to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commissionpreceding sentence, the U.S. Department Party which filed such action or proceeding shall promptly pay to the other Party the reasonable attorney’s fees, costs and expenses incurred by such other Party prior to the entry of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingsuch order.

Arbitration. (a) Any The parties hereto agree that to the extent permitted by law, any dispute or controversy arising under out of, relating to, or in connection with this Agreement shall be settled exclusively by arbitrationAgreement, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of interpretation, validity, construction, performance, breach, or termination thereof, or the Executive’s employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed any termination thereof, will be settled by arbitration to be held at a location in Los Angeles, California in accordance with then applicable rules of JAMS specifically designed for the Corporationresolution of employment disputes, which are available at xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/english, or those of Signature Resolution, which are available at xxxxx://xxxxxxxxxxxxxxxxxxx.xxx/wp-content/uploads/2019/08/Signature-Resolution-Arbitration-Rules-eff-09-10-18.pdf. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was basedmay grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final final, conclusive and binding upon on the parties heretoto the arbitration. Judgment may be entered on the arbitrator’s award decision in any court having jurisdiction. The parties acknowledge Corporation shall pay the costs associated with arbitration (arbitration fee, arbitrator hourly fees, and agree location fee, if any); provided, however, that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, bear its own legal fees and expenses. THE EXECUTIVE AND THE CORPORATION UNDERSTAND THAT BY AGREEING TO ARBITRATE ANY ARBITRATION CLAIM, and (b) the arbitration costs shall be borne entirely by the CorporationTHEY WILL NOT HAVE THE RIGHT TO HAVE ANY ARBITRATION CLAIM DECIDED BY A JURY OR A COURT, BUT SHALL INSTEAD HAVE ANY ARBITRATION CLAIM DECIDED THROUGH ARBITRATION. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing partyTHE EXECUTIVE AND THE CORPORATION WAIVE ANY CONSTITUTIONAL OR OTHER RIGHT TO BRING CLAIMS COVERED BY THIS AGREEMENT OTHER THAN IN THEIR INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingTHIS WAIVER INCLUDES THE ABILITY TO ASSERT CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Arbitration. (a) Any dispute or controversy arising under or Notwithstanding anything in connection with this Agreement to the contrary, any Party receiving notice of a default or termination under this Agreement may, within 10 days after receiving the notice, initiate arbitration proceedings to determine the existence of any such default or termination right. These arbitration proceedings shall include and be consolidated with any proceedings initiated after notices delivered at or about the same time under the MPL. Such arbitration proceedings shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy the rules and practices of The American Arbitration Association under its Commercial Arbitration Rules from time to time in force. There shall be three arbitrators, selected in accordance with the rules of The American Arbitration Association under its Commercial Arbitration Rules. A decision agreed on Employment Arbitration Minimum Standards by two of Procedural Fairnessthe arbitrators shall be the decision of the arbitration panel. Such arbitration panel conducting any arbitration hereunder shall be bound by, and shall not have the power to modify, the provisions of this Agreement. The arbitrators shall allow such discovery as is appropriate to the purposes of arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationaccomplishing fair, speedy, cost-effective and confidential resolution of disputes. The arbitrator arbitrators shall reference the rules of evidence of the Federal Rules of Civil Procedure then in effect in setting the scope and direction of such discovery. The arbitrators shall not be required to make a written award and findings of fact or render opinions of law, but shall prepare issue a written opinion containing that explains the findings basis for their decision. During the pendency of such arbitration proceedings, the notice and conclusions cure periods set forth in this Section 25 shall be tolled and the Party alleging the default may not terminate this Agreement on which the award was basedaccount of such alleged event of default. The decision arbitrators will have no authority to award damages in excess of the arbitrator will or in contravention of Section 33(j) or otherwise make any award that is inconsistent with this Agreement. Nothing in this Section 25(i) is intended to be final and binding upon the parties hereto. Judgment or to be construed as a waiver of a Party’s right to any remedy set forth elsewhere in this Agreement or that may not be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless enforced by means of outcome, (a) each party shall pay all of its own costs and expensesarbitration, including, without limitation, the rights of set off, injunctive relief and specific performance. Each Party will bear its own legal fees expenses of arbitration and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent an equal share of the non-disclosing partyexpenses of the arbitrators and the fees, if any, of The American Arbitration Association, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingarbitrators rule otherwise.

Arbitration. (a) Any dispute Subject to the Company’s or Parent’s right to seek equitable or injunctive relief under the Fair Competition Agreement, to the fullest extent permitted by law, any contest, dispute, controversy or claim arising under out of or in connection with relating to this Agreement Agreement, including the validity, interpretation, performance, breach, alleged breach or termination of this Agreement, whether arising during or after the Term, shall be settled exclusively resolved by arbitrationarbitration in Los Angeles, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS California in accordance with JAMS then-current Employment the rules of the American Arbitration Rules Association then in effect (the “AAA Rules”); provided, that the arbitrator or arbitrators, as the case may be, be selected as follows: Within 20 days of the commencement of an arbitration by a party hereunder, the parties shall attempt to designate a mutually acceptable arbitrator to hear and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) determine the matters set forth in the arbitration demand and subject to JAMS Policy any counterclaim. If the parties cannot agree on Employment Arbitration Minimum Standards such an arbitrator within such 20 day period, each party shall select an arbitrator and inform the other party in writing of Procedural Fairnesssuch arbitrator’s name and address within ten days after the end of such 20 day period. The arbitration two arbitrators so selected shall take place in or near attempt to select a third arbitrator within ten days thereafter. If the city in which Participant is employed by two arbitrators cannot select a third arbitrator then selection of the Corporation or was last employed by the Corporation. The third arbitrator shall make a written award and shall prepare a written opinion containing be in accordance with the findings and conclusions on which the award was basedAAA Rules. The decision of the arbitrator will or arbitrators, as the case may be, shall be final and binding on both parties, and any court of competent jurisdiction may enter judgment upon the parties heretoaward. Judgment The arbitrator or arbitrators, as the case may be, shall have the power to direct that reasonable and relevant discovery be entered on permitted in the arbitration. The fees charged by AAA or other arbitration administrator and the arbitrator shall be borne solely by the Company. Additionally, the Company will pay all costs unique to the arbitration to the extent such costs would not otherwise be incurred in a court proceeding — for instance, the Company will, if required, pay the arbitrator’s award fees to the extent they exceed court filing fees. Otherwise, each party shall pay its own legal fees and expenses in any court having such arbitration, regardless of outcome and the arbitrator or arbitrators, as the case may be, may, but need not, award costs relating to such arbitration (including legal fees and expenses) to the prevailing party, otherwise, each party shall bear its own expenses. The arbitrator or arbitrators, as the case may be, will apply California law to the merits of any dispute or claim, without reference to rules of conflicts of law to the extent they would require the application of the laws of another jurisdiction. The parties acknowledge hereby consent to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. The parties agree that any process or notice of motion or other application to either of such courts, and any papers in connection with any such arbitration and regardless of outcomearbitration, (a) each party shall pay all of its own costs and expensesmay be served by certified mail, includingreturn receipt requested, without limitation, its own legal fees and expenses, and (b) or by personal service or in such other manner as may be permissible under the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent rules of the non-disclosing party, unless required by law applicable court or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate arbitration tribunal; provided that a reasonable time for appearance is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingallowed.

Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in Orange County, California, to be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute ("JAMS"), with the following exceptions if in conflict: (a) Any dispute an arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or controversy arising under approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS' rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorneys fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or in connection with this Agreement disputes shall be settled exclusively by arbitrationin this manner in lieu of any action at law or equity; provided however, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience that nothing in the field of employment law. The arbitration this subsection shall be held under construed as precluding the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in bringing an action for injunctive relief or near the city in which Participant is employed by the Corporation or was last employed by the Corporationother equitable relief. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to have the right to a jury trial. Nothing in this Agreement award punitive damages or speculative damages to either party and shall prevent Participant from filing charges or claims with not have the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under power to amend this Agreement. The Corporation and Participant further agree that any claim submitted arbitrator shall be required to arbitration must be brought in the party’s individual capacityfollow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, and not as a plaintiff or class member in any purported classTHEN EACH PARTY, representative or consolidated proceedingTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement Matters subject to arbitration hereunder shall be exclusively, solely and finally settled exclusively by arbitrationbinding arbitration in Wilmington, conducted before Delaware under the then current commercial arbitration rules of the American Arbitration Association (the “AAA”) then in effect by a single arbitrator who is an attorney or retired judge with expertise mutually agreeable to the Parties. In the event that within forty-five (45) days after the submission of any dispute to arbitration, the Parties cannot mutually agree on a single arbitrator, Maxygen and experience in Bayer shall each select one (1) arbitrator and the field AAA shall select a third arbitrator from the AAA national roster of employment lawcommercial arbitrators. The arbitration arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be held under available in any judicial proceeding instituted to resolve a dispute. Judgment on the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed award rendered by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment arbitrators may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees, including AAA administrative fees, arbitrator fees, attorney’s fees, expert fees, witness fees, travel expenses and out-of-pocket expenses (including such expenses as copying, telephone, facsimile, postage and courier fees). The arbitrator(s) shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery and consistent and appropriate with the size and nature of the dispute; provided the arbitrator(s) shall permit such discovery as the arbitrator(s) deem necessary to permit an equitable resolution of the dispute. The arbitrator(s) shall not order or require discovery against any Party of a type or scope that is not permitted against any other Party. The arbitrator(s) shall establish such other procedures, and conduct the arbitration in a manner, consistent and appropriate with the size and nature of the dispute. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without any abridgement of the powers of the arbitrator(s). The Parties agree that to treat the proceedings of any arbitration conducted pursuant to this Section 12.2 as confidential and not to disclose to any Third Party to such arbitration any information concerning or produced in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) except to the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless extent required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedinglaw.

Arbitration. (a) Any controversy, dispute or controversy claim arising under out of or in connection with relating to this Agreement or breach thereof shall first be settled exclusively through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by arbitrationmediation administered by JAMS. If the parties are unsuccessful at resolving the dispute through mediation, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawparties agree to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures. The Any such arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the CorporationOrange County, California. The arbitrator shall make determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of JAMS. The arbitrator shall set a written award limited time period and establish procedures designed to reduce the cost and time for discovery while allowing Buyer and the Seller an opportunity, adequate in the sole judgment of the arbitrator to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall prepare have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a written opinion containing competent court of law or equity, should the findings and conclusions on which the award arbitrator determine that discovery was basedsought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator will as to the validity and amount of any indemnification claim in any Indemnification Demand or as to any other matter under this Agreement shall be final subject to the limitations set forth in this Agreement and final, binding and conclusive upon the parties heretoParties. All such decisions shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. All payments required by the arbitrator shall be made within thirty days after the decision of the arbitrator is rendered. Judgment upon any award rendered by the arbitrator may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless In the event of outcome, (a) each party shall pay all an alleged breach of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with by Buyer to pay the Equal Employment Opportunity Commission$70,000 to Seller, Buyer will pay the U.S. Department costs of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through Buyer to attend the foregoing arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any dispute Consultant and the Company agree that, to the fullest extent permitted by applicable law, any and all claims or controversy disputes relating to, arising under from or in connection with regarding the Parties’ relationship, Consultant’s Services or this Agreement shall be settled exclusively resolved by final and binding arbitration, conducted before a single arbitrator who is an attorney including claims against the Company’s current or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in former employees, officers, directors or near the city in which Participant is employed by the Corporation or was last employed by the Corporationagents. The arbitrator shall make determine arbitrability of claims (except as to the Class Waiver (as defined below)). Consultant and the Company agree to bring any claim in arbitration before a written award single JAMS arbitrator pursuant to the applicable JAMS rules as agreed by the Parties or determined by the arbitrator. See xxxxx://xxx.xxxxxxx.xxx/adr-rules-procedures/. Consultant and the Company further agree that such claims shall prepare be resolved on an individual basis only, and not on a written opinion containing class, collective, representative, or private attorney general act representative basis on behalf of others (“Class Waiver”), to the findings fullest extent permitted by applicable law. Any claim that all or part of the Class Waiver is invalid, unenforceable, unconscionable, or void may be determined only by a court of competent jurisdiction. In no case may class, collective or representative claims proceed in arbitration. Consultant and conclusions on which the award was basedCompany waive any rights to a jury trial or a bench trial in connection with the resolution of any claim under this arbitration agreement (although both Parties may seek interim emergency relief from a court to prevent irreparable harm to their confidential information or trade secrets pending the conclusion of any arbitration). The decision Claims will be governed by applicable statutes of limitations. To the extent required by applicable law, the fees of the arbitrator will and all other costs that are unique to arbitration shall be final and binding upon paid by the parties heretoCompany. Judgment may Each Party shall be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of solely responsible for paying its own further costs and expensesfor the arbitration, including, without limitationbut not limited to, its own legal attorneys’ fees and/or its own witnesses’ fees. The arbitrator may award fees and expensescosts (including attorneys’ fees) to the prevailing Party to the extent authorized by applicable law. This arbitration agreement shall be construed and interpreted in accordance with the Federal Arbitration Act. In the event that any portion of this arbitration agreement is deemed illegal or unenforceable, such provision shall be severed and (b) the remainder of the arbitration costs agreement shall be borne entirely by the Corporation. The arbitration shall be confidential given full force and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingeffect.

Arbitration. (a) Any dispute Employee and the Company agree that all claims arising out of or controversy arising under or in connection with this Agreement relating to Employee’s employment, including its termination, shall be settled exclusively resolved by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each This Agreement expressly does not prohibit either party shall pay all of its own costs and expenses, from seeking provisional relief including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests pending arbitration, particularly if necessary to avoid irreparable harm, including pursuant to California Code of Civil Procedure Section 1281.8. The dispute will be arbitrated in accordance with the rules of the American Arbitration Association and its own Employment Arbitration Rules and Mediation Procedures (as amended). The Company agrees to pay the fees and expenses relating to arbitration, except those related to Employee’s legal fees and expensescosts associated therewith. However, if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees and (b) costs to the prevailing party, under the standards for an award of fees provided by law. The parties agree to file any demand for arbitration costs shall be borne entirely within the time limit established by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed applicable statute of limitations for the asserted claims or released to any third party without the specific written consent within one year of the non-disclosing party, unless required by law or court order, as necessary conduct that forms the basis of the claim if no statutory limitation is applicable. Failure to prosecute or defend demand arbitration within the arbitration, or prescribed time period shall result in connection with enforcement waiver of any decision in such arbitrationsaid claims. This pre-dispute resolution agreement will cover all matters directly or indirectly related to arbitrate is mutually entered into between Employee’s recruitment, employment or termination of employment by the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsCompany, including including, but not limited to to, claims involving laws against any form of discrimination whether brought under federal and/or state law, and/or claims involving other employees or members of the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or Board of Directors, but excluding workers’ compensation, unemployment insurance claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted claims which are not subject to arbitration must be brought in the party’s individual capacityby law. THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING THEIR RIGHTS TO BRING SUCH CLAIMS TO COURT, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingINCLUDING THE RIGHT TO A JURY TRIAL.

Arbitration. (a) Any dispute The parties agree that any and all disputes or controversy controversies of any nature between them arising under or in connection with this Agreement at any time, excluding claims for injunctive relief, shall be settled exclusively determined by arbitration, conducted binding arbitration in accordance with the rules of JAMS or ADR before a single neutral arbitrator who is (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with expertise and at least ten (10) years experience in the field software industry and shall be mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the respective arbitration service. The fees of employment the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The arbitration parties shall be held under the auspices of JAMS entitled to conduct discovery in accordance with JAMS then-current Employment Arbitration Rules Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitrator must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and Procedures that the nature and scope of such discovery is reasonable under the circumstances, and (available b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator’s decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator’s decision shall be final and subject binding as to JAMS Policy on Employment Arbitration Minimum Standards all matters of Procedural Fairnesssubstance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The arbitration appealing party shall take place in or near file its appellate brief within thirty (30) days after its written notice requesting the city in which Participant is employed by appeal and the Corporation or was last employed by the Corporationother party shall file its brief within thirty (30) days thereafter. The arbitrator Appellate Arbitrators shall make thereupon review the decision of the Arbitrator applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a written California SOE – Red Mile Co-publishing Agreement Execution Version dated March 30, 2005 Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall prepare a written opinion containing not remand the findings and conclusions on which matter to the award was basedArbitrator. The decision of the arbitrator will Appellate Arbitrators shall be final and binding upon the parties hereto. Judgment as to all matters of substance and procedure, and may be entered on enforced by a petition to the arbitrator’s award in any court having jurisdictionCalifornia Superior Court, which may be made ex parte, for confirmation and enforcement of the award. The parties acknowledge and agree that in connection with any such arbitration and regardless party appealing the decision of outcome, (a) each party the Arbitrator shall pay all of its own costs and expensesexpenses of the appeal, includingincluding the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, without limitationunless the decision of the Arbitrator is reversed, its own legal fees and expenses, and (b) in which event the arbitration costs expenses of the appeal shall be borne entirely as determined by the CorporationAppellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and no details concerning such arbitration all records relating thereto shall be disclosed or released to any third party without the specific written consent of the non-disclosing partypermanently sealed, unless required by law or court order, except as necessary to prosecute or defend obtain court confirmation of the arbitration, or in connection with enforcement arbitration award. The provisions of this paragraph shall supersede any inconsistent provisions of any decision in such arbitration. This prior agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement paragraph shall prevent Participant SOE from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department seeking interlocutory and/or injunctive relief from a court of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted competent jurisdiction pursuant to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingsection 15.7.

Arbitration. (a) Any dispute or controversy arising under or in connection with this Agreement Agreement, the inception or tennination of the Executive's employment, or any alleged discrimination or tort claim related to such employment, including issues raised regarding the Agreement's formation, interpretation or breach, shall be settled exclusively by binding arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The only exception to the requirement ofbinding arbitration shall be held for claims arising under the auspices National Labor Relations Act which are brought before the National Labor Relations Board, claims for medical and disability benefits under the Califomia Workers' Compensation Act, Employment Development Department claims, or as may otherwise be required by state or federal law. However, nothing herein shall prevent the Executive from filing and pursuing proceedings before the Califomia Department of JAMS in accordance with JAMS then-current Fair Employment Arbitration Rules and Procedures Housing, or the United States Equal Employment Opportunity Commission (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and although ifExecutive chooses to pursue a claim following the exhaustion ofsuch administrative remedies, that claim would be subject to JAMS Policy the provisions of this Agreement). In addition to any other requirements imposed by law, the arbitrator selected shall be a retired Califomia Superior Court Judge, or an othenvise qualified individual to whom the parties mutually agree, and shall be subject to disqualiflcation on Employment Arbitration Minimum Standards the same grounds as would apply to ajudge ofsuch court. All rules ofpleading (including the right ofdemurrer), all rules of Procedural Fairness. The arbitration evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings, andjudgment under Code ofCivil Procedure Section 631.8 shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationapply and be observed. The arbitrator shall make a written award and shall prepare a written opinion containing have the findings and conclusions on immunity ofajudicial officer from civil liability when acting in the capacity of an arbitrator, which the award was basedimmunity supplements any other existing immunity. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomeLikewise, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, communications during or in connection with enforcement the arbitration proceedings are privileged in accordance with Cal. Civil Code Section 47(b). As reasonably required to allow full use and benefit of this agreement's modifications to the Act's procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings. Awards shall include the arbitrator's written reasoned opinion. Resolution of all disputes shall be based solely upon the law goveming the claims and defenses pleaded, and the arbitrator may not invoke any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, basis (including but not limited to the to, notions of "just cause") other than such controlling law. By this binding arbitration provision, both Executive and Employer give up their respective right to a trial by jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in one may have against the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingother. 14.

Arbitration. If the matter has not been resolved pursuant to the aforesaid mediation procedure within sixty (a60) days of the commencement of such procedure (which period may be extended by mutual agreement), or if either party will not participate in mediation, the controversy shall be settled by arbitration in accordance with the Center for Public Resources' Rules for Non-Administered Arbitration of Business Disputes, by a sole arbitrator selected by the parties who is sufficiently knowledgeable in the areas of law necessary to arbitrate the controversy. If the parties cannot agree on a single arbitrator, they will have one appointed for them. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 through 16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrator is not empowered to award injunctive relief or to award damages in excess of actual damages, including punitive damages. Each party shall be responsible for its own costs and expenses, except that the parties will equally share the compensation and expenses of the mediator and/or arbitrator. The mediation and/or arbitration shall be held in New York. The requirement for mediation and arbitration shall not be deemed a waiver of any right of termination under this Agreement, and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the parties prior to any such termination. The arbitrator shall determine issues for resolution but may not limit, expand or otherwise modify the terms of this Agreement, however, may rule on the invalidity, unenforceability or illegality of certain clauses. A request by a party to a court for injunctive relief shall not be deemed a waiver of the obligation to mediate and/or arbitrate. The parties, their representatives, other participants and the mediator and arbitrator shall hold the existence, content and result of mediation and/or arbitration in confidence, except to the extent required to be disclosed by law, including but not limited to securities laws and regulations. Example 3 (AAA): Any dispute disputes, controversies, or controversy arising under or claims in connection with or arising out of this Agreement Agreement, its negotiation, breach, existence, validity or termination, shall be settled exclusively referred to and finally determined by arbitration, conducted arbitration before a single arbitrator who is an attorney or retired judge with expertise and experience in a member of the field of employment lawAmerican Arbitration Association, from which arbitration there shall be no appeal. The Such arbitration shall be held under in the auspices city of JAMS the defendant, in accordance with JAMS then-current Employment the Commercial Rules of the American Arbitration Rules Association, with the governing law to be that of the State of the defendant and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards the laws of Procedural Fairnessthe United States applicable therein. The arbitration shall take place in or near the city in which Participant is employed award rendered by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding on all parties, and judgment upon the parties hereto. Judgment reward rendered by the arbitrator may be entered on the arbitrator’s award in any court having of competent jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.

Arbitration. (a) Any BY ENTERING INTO THE AGREEMENT, EACH PARTY IS REQUIRED TO USE ARBITRATION TO RESOLVE CLAIMS OR DISPUTES ON AN INDIVIDUAL BASIS, AS FURTHER SET FORTH IN THIS SECTION. Except for claims or disputes related to a party’s intellectual property, each party agrees that any claim or dispute arising between the parties, including but not limited to this Agreement, or controversy arising under or in connection with this Agreement shall the breach thereof, will be settled exclusively by arbitration, conducted binding arbitration before a single arbitrator who is an attorney or retired judge with expertise arbitrator, and experience not in the field a court of employment law. The arbitration shall will be held under administered by the auspices of JAMS American Arbitration Association in accordance with JAMS then-current Employment its Commercial Arbitration Rules and utilizing its Expedited Procedures. The parties further agree the process will be governed by Rule E-6 (Proceedings on Documents and Procedures (available for the Resolution of Disputes Through Document Submission). These rules are located online at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and xxxxx://xxx.xxx.xxx/rules. Per the Commercial Arbitration Rules, the arbitrator has the authority to determine whether a claim or counterclaim is subject to JAMS Policy on Employment Arbitration Minimum Standards arbitration. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in such rules. Unless the parties agree in writing otherwise, the arbitration will be venued in the city of Procedural FairnessLos Angeles, California. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final conclusive and binding upon all parties, and judgment upon the parties hereto. Judgment award may be entered on the arbitrator’s award in any court having of competent jurisdiction. The parties acknowledge arbitrator will have the right to include in the award any relief which he or she deems proper in the circumstances, only to the extent permitted by the Agreement and agree Applicable Law, provided that in connection with any such arbitration and regardless of outcome, (a) each the arbitrator will not have the authority to award exemplary or punitive damages. The arbitrator will award the prevailing party shall pay all of its own costs and expenses, including, without limitation, its own legal reasonable attorneys’ fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and hereby agrees that they are giving up certain rights otherwise afforded to them by civil court actionsarbitration will be conducted on an individual, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims class-wide, basis and that any arbitration proceeding between you and Licensor will not be consolidated with the Equal Employment Opportunity Commission, the U.S. Department of Labor, any other arbitration proceeding involving Licensor or any other federal, state person or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingentity.

Arbitration. (a) Any dispute The Parties shall use all reasonable efforts to resolve any disputes, controversies or controversy differences arising under out of or in connection with this Agreement amicably, including the use of a mutually agreeable, non-binding mediation procedure. Any such disputes, controversies or differences that are not settled by mutual agreement or mediation shall be finally and exclusively settled exclusively by arbitrationconfidential arbitration held in New York, New York and conducted before a single arbitrator who by JAMS under its Streamlined Arbitration Rules. If $100,000 or less is an attorney or retired judge with expertise and experience at issue in the field of employment law. The arbitration petition and/or response, then such arbitration shall be held under by one (1) independent arbitrator selected jointly by the auspices Parties or appointed by JAMS, and that arbitrator shall not have the power to issue an award in excess of $100,000. If more than $100,000 is at issue in the arbitration petition and/or response, then such arbitration shall be by three (3) independent arbitrators, one chosen by the Organization, one chosen by Curb and the third chosen by the two arbitrators selected by the Parties or appointed by JAMS. Once appointed pursuant to either procedure, the arbitrator or arbitral tribunal may order provisional or conservatory measures (including injunctive relief) at the request of a party and may embody such order in any final award. Nothing in the foregoing precludes, restricts or is intended to preclude or restrict the right of either Party to seek injunctive or other equitable relief in an appropriate court of competent jurisdiction. English shall be the official language of the arbitration proceedings. Neither Curb nor the Organization will be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative member of a class or in a private attorney general capacity. Accordingly, any JAMS Class Actions Procedures do not and shall not apply to any arbitration between or among the Parties. The arbitrator or arbitral tribunal shall make a decision that is in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject the terms of this Agreement, shall apply the law of the State of New York, without regard to JAMS Policy on Employment Arbitration Minimum Standards its conflicts of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award laws principles, and shall prepare a written opinion containing state the findings and conclusions on which basis for any decision in writing. Judgment upon the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment rendered may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any jurisdiction or application may be made to such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent court for judicial acceptance of the non-disclosing party, unless required by law or court order, award and an order of enforcement as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant case may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingbe.

Arbitration. (a) Any dispute At the option of either party, any and all disputes or controversy ----------- controversies whether of law or fact and of any nature whatsoever arising under from or in connection with respecting this Agreement shall be settled exclusively decided by arbitrationarbitration by the American Arbitration Association in accordance with the rules and regulations of that Association. By entering into this Agreement, conducted before the Company and the Employee expressly waive any right to (1) a single arbitrator who is an attorney jury trial of any dispute or retired judge with expertise controversy subject to arbitration under this Agreement; (2) any award of punitive damages; and experience in (3) judicial review of any arbitration award hereunder, except to the field of employment lawextent expressly provided by this Agreement. The arbitrator shall be selected as follows: In the event the Company and the Employee agree on one arbitrator, the arbitration shall be held under conducted by such arbitrator. In the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules event the Company and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) the Employee do not so agree, the Company and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairnessthe Employee shall each select an independent, qualified arbitrator and the two arbitrators so selected shall select the third arbitrator. The arbitration Company reserves the right to object to any individual arbitrator who shall be employed by or affiliated with a competing organization. Arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcomeOrange County, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitrationCalifornia, or in connection with enforcement of any decision in such arbitration. This agreement other location mutually agreeable to arbitrate is mutually entered into between the parties. Each party fully understands At the request of either party, arbitration proceedings will be conducted in the utmost secrecy; in such case all documents, testimony and agrees that they are giving up certain rights otherwise afforded records shall be received, heard and maintained by the arbitrators in secrecy under seal, available for the inspection only of the Company or the Employee and their respective attorneys and their respective experts who shall agree in advance and in writing to them receive all such information confidentially and to maintain such information in secrecy until such information shall become generally known. The arbitrator, who shall act by civil court actionsmajority vote, shall be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs, provided that punitive damages shall not be awarded. The decree or judgment of an award rendered by the right arbitrators may be entered in any court having jurisdiction thereof. The arbitrator's authority shall be limited to a jury trial. Nothing in considering and deciding disputes or controversies arising from or respecting this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity CommissionAgreement, the U.S. Department and to awarding relief specifically provided for by Sections 3 and 4 of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation arbitrator shall not have authority to alter or waive provisions of this Agreement, to award relief not expressly permitted by this Agreement, or to modify existing policies or procedures of the Employer. The arbitrator's decision shall be in writing and Participant further agree that any claim submitted shall set forth the facts and reasons supporting it. The arbitrator shall not have the power to arbitration must be brought in the party’s individual capacitycommit errors of law or legal reasoning, and not the award may be vacated or corrected pursuant to California Code of Civil Procedure section 1286.2 or 1286.6 for any such error. The arbitrator's decision/award shall be final binding on all parties. Reasonable notice of the time and place of arbitration shall be given to all persons, other than the parties, as a plaintiff shall be required by law, in which case such persons or class member those authorized representatives shall have the right to attend and/or participate in any purported class, representative or consolidated proceedingall the arbitration hearings in such manner as the law shall require.

Arbitration. (a) Any Except as provided in this Section 12.13 and Sections 5.6 and 8.7, any dispute arising out of or controversy arising under or in connection with relating to this Agreement or the breach, termination or validity hereof shall be settled resolved exclusively by arbitration, binding arbitration (the “Arbitration”) conducted before a single arbitrator who is an attorney or retired judge with expertise (the “Sole Arbitrator”) in London, England, pursuant to the United Nations Commission on International Trade Law (“UNCITRAL”) rules and experience in administered by the field London Court of employment lawInternational Arbitration (“LCIA”). The language of the arbitration shall be held under the auspices of JAMS English. Each Person involved in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The such arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award pay its own legal fees and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that expenses in connection with any such arbitration and regardless of outcome, (a) each party the Persons involved therein shall pay all of its own costs and expenses, including, without limitation, its own legal share equally the fees and expensesexpenses of the LCIA and the Sole Arbitrator. The Sole Arbitrator shall be an attorney mutually agreed upon by the parties to the Arbitration or, if no agreement can be reached, to be determined by the LCIA. All Arbitration proceedings and sessions shall be private and confidential, and (b) no one other than the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential parties and no details concerning such arbitration shall be disclosed or released to any third party their legal representatives may attend without the specific written consent of the non-disclosing party, unless parties or by Order of the Sole Arbitrator. All information disclosed in the course of any and all Arbitration proceedings and sessions shall be maintained in strict confidence except to the extent disclosure of any such information is required by law or court orderLaw. The prevailing party shall be entitled to any appropriate relief (including monetary damages, if any), as necessary well as reimbursement of all its actual costs (including Sole Arbitrator’s fees and fees payable to prosecute the LCIA) and attorneys’ fees from the opposing party or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to The decision of the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacitySole Arbitrator, and any award pursuant thereto, shall be final, binding and conclusive on the Persons involved therein and not as be appealable on the merits. Final judgment on any such decision and any award may be entered by a plaintiff or class member court of competent jurisdiction. Notwithstanding the foregoing, this Section 12.13 shall not prohibit any Person from pursuing equitable relief (including immediate, preliminary and permanent injunctive relief) to which it may be entitled in any purported class, representative court of competent jurisdiction in order to (A) preserve the status quo pending resolution of the dispute at issue or consolidated proceeding(B) seek equitable relief under Section 12.14.

Arbitration. If the parties do not reach an agreed upon solution within a period of thirty (a30) Any days from the time of the commencement of informal dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held resolution under the auspices of JAMS in accordance with JAMS then-current Employment initial dispute resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Any claim that you might have against Kyron must be resolved through binding arbitration before the American Arbitration Association using its Commercial Arbitration Rules and Procedures must be brought within one (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/1) and subject to JAMS Policy on Employment Arbitration Minimum Standards year of Procedural Fairnessthe claim arising. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to not any third party without the specific written consent of the non-disclosing partyfederal, unless required by law or court order, as necessary to prosecute or defend the arbitrationstate, or in connection with enforcement local court or agency, shall have exclusive authority to resolve all disputes arising out of any decision in such arbitration. This agreement or relating to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsinterpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. YOU UNDERSTAND AND AGREE THAT YOU WILL ARBITRATE WITH KYRON IN YOUR INDIVIDUAL OR CORPORATE CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. Your claim may not be joined with any claim of any other person, and there shall not be authority for any dispute to be arbitrated on a class-action basis. If any court or arbitrator determines that the class action waiver set forth in this Section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions in this Section shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes. You understand and agree that unless you can demonstrate to Kyron that arbitration in California would create an undue burden for you, any arbitration hearing will be held in San Francisco County, California. If your claim is successful in arbitration, Xxxxx agrees to reimburse your reasonable attorneys’ fees and costs. You understand and agree that by entering into this Agreement, you and Kyron are each waiving the right to a jury trialtrial or a trial before a judge in a public court. Nothing In the absence of this arbitration provision, you and Xxxxx might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (meaning patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights) or Confidential Information. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Agreement Section by sending written notice of your decision to opt out to the following address: Kyron Learning, Attention Legal Notices, 000 Xxxx Xxxx, Xxx Xxxxx, XX 00000 . The notice must be sent within thirty (30) days of the Effective Date, otherwise you shall prevent Participant from filing charges or claims be bound to arbitrate disputes in accordance with the Equal Employment Opportunity Commissionterms of these paragraphs. If you opt out of these arbitration provisions, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must Xxxxx also will not be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingbound by them.

Arbitration. To ensure rapid and economical resolution of any disputes which may arise under this Agreement, the Technology Assignment Agreement, the Sponsored Research and License Agreement or the Common Stock and Warrant Agreement, the Parties agree that any and all disputes or controversies of any nature whatsoever, arising from or regarding the interpretation, performance, enforcement or breach of this Agreement, the Technology Assignment Agreement, the Sponsored Research and License Agreement or the Common Stock and Warrant Agreement shall be resolved by confidential, final and binding arbitration (arather than trial by jury or court or resolution in some other forum) to the fullest extent permitted by law. Any dispute or controversy arising under or in connection with arbitration proceeding pursuant to this Agreement shall be settled exclusively conducted by the American Arbitration Association ("AAA") in San Diego, under the then existing AAA commercial arbitration rules. All costs of arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration including reasonable attorneys' fees, shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed paid by the Corporation or was last employed parties as ordered by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The final decision of the arbitrator will be final and binding upon arbitrator. Notwithstanding anything to the parties hereto. Judgment contrary contained herein, any party may be entered on the arbitrator’s award in apply to a court of competent jurisdiction for equitable relief for any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and regardless breach or threatened breach of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsthis Agreement, including but not limited to restraining orders and affirmative injunctive relief, and for ancillary orders in aid of the right arbitration panel. Xxxxxxxxx, Edenland, Xxxxxxxxxxx and the Company agree to a jury trialthe jurisdiction and venue in the federal and state courts located in San Diego, California with respect to any such equitable relief. Nothing If for any reason all or part of this arbitration provision is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not effect any other portion of this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, arbitration provision or any other federaljurisdiction, state but this provision will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or local government agency. Howeverunenforceable part or parts of this provision had never been contained herein, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in consistent with the party’s individual capacity, and not general intent of the Parties insofar as a plaintiff or class member in any purported class, representative or consolidated proceedingpossible.

Arbitration. To aid in the rapid and economical resolution of any disputes that may arise in the course of the employment relationship, you and the Company agree that any and all disputes, claims, or demands in any way arising out of or relating to the terms of this Agreement, Company equity held by you (a) Any dispute including, but not limited to, the Existing Equity), your employment or controversy arising under service relationship with the Company, or in connection the termination of your relationship with this Agreement the Company, shall be settled exclusively resolved, to the fullest extent permitted by arbitrationlaw, by final, binding and confidential arbitration in San Diego, California, conducted before a single neutral arbitrator who is an attorney or retired judge with expertise selected and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS administered in accordance with the employment arbitration rules & procedures or then applicable equivalent rules of JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/the “JAMS Rules”) and subject the Federal Arbitration Act, 9 U.S.C. Sec. 1, et seq. A copy of the JAMS rules may be found on the JAMS website at xxx.xxxxxxx.xxx and will be provided to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed you by the Corporation or was last employed Company upon request. BY AGREEING TO THIS ARBITRATION PROCEDURE, YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE, CLAIM OR DEMAND THROUGH A TRIAL BY JURY OR JUDGE OR BY ADMINISTRATIVE PROCEEDING IN ANY JURISDICTION. You will have the right to be represented by the Corporationlegal counsel at any arbitration proceeding, at your expense. The arbitrator shall make shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding and (b) issue a written award statement signed by the arbitrator regarding the disposition of each claim and shall prepare a written opinion containing the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award was is based. The decision arbitrator shall administer and conduct any arbitration in accordance with California law and shall apply substantive and procedural California law to any such dispute, claim or demand, without reference to any conflict-of-law provisions of any jurisdiction. To the arbitrator will extent that the JAMS Rules conflict with California law, California law shall take precedence. The parties agree that the prevailing party in any arbitration shall be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award entitled to injunctive relief in any court having jurisdictionof competent jurisdiction to enforce the arbitration award. The parties acknowledge and agree that Nothing in connection with this Agreement is intended to prevent either you or the Company from obtaining injunctive relief (or any such arbitration and regardless other provisional remedy) in any court of outcome, competent jurisdiction pursuant to California Code of Civil Procedure Section 1281.8 to prevent irreparable harm (a) each party shall pay all of its own costs and expenses, including, without limitation, pending the conclusion of any arbitration). The Company shall pay the arbitrator’s fees, arbitration expenses and any other costs unique to the arbitration proceeding (recognizing that each side shall bear its own legal deposition, witness, expert and attorney’s fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited other expenses to the right to a jury trial. Nothing same extent as if the matter were being heard in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingcourt).

Arbitration. The Account Holder and Custodian shall attempt (ain good faith) Any dispute or controversy to resolve by negotiation any and all claims and disputes arising under or in connection with relating to this Agreement. In the event that the Account Holder and Custodian (including any agent, successor, or assign of the other) are unable to resolve their claim or dispute by negotiation, any claim or dispute arising out of or relating to this Agreement or the breach, termination, interpretation or validity thereof (except issues relating to this arbitration provisions as specified below) of the scope or applicability of this Agreement to arbitrate, shall be settled exclusively resolved by arbitration, conducted individual arbitration before a single arbitrator who is an attorney or retired judge with expertise and experience sole arbitrator, in the field state of employment lawColorado, county of Denver. The arbitration shall will be held under the auspices of JAMS in accordance with JAMS then-current Employment administered by Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) Procedures. Claims and subject Disputes will not be resolved in any other forum or venue unless JAMS is unwilling or unable to JAMS Policy on Employment Arbitration Minimum Standards perform such service. In such case the Custodian shall determine an alternative provider and all other provisions of Procedural Fairnessthis section shall apply. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this agreement to arbitrate and other items set forth in this Article XXVI, shall be for a court of competent jurisdiction to decide. The Account Holder and Custodian agree that any such arbitration shall take place proceeding will be conducted by a retired judge who is experienced in or near dispute resolution. Pre- arbitration discovery will be limited to the city in which Participant is employed greatest extent provided by the Corporation rules of JAMS and any arbitration award will not include factual findings or was last employed by conclusions of law. No consequential or punitive damages will be awarded, and the Corporation. The arbitrator shall make a written have no power or authority to render any award and shall prepare a written opinion containing or issue any order at any time except as permitted in this Agreement. Notwithstanding any other rules, no arbitration proceeding brought against the findings and conclusions on which the award was based. The decision of the arbitrator Custodian will be final and binding upon consolidated with any other arbitration proceeding without the parties heretoCustodian’s consent. Judgment may be entered on the arbitrator’s upon any award granted in any arbitration in any court of competent jurisdiction in Denver, Colorado, or in any other court having jurisdictionjurisdiction for this limited purpose only. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party arbitrator shall pay all of its own costs and expenses, including, without limitation, its own legal award reasonable attorneys’ fees and expenses, and (b) including the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent expense of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitrationto the prevailing party. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and The Account Holder agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or Account Holder may only bring claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted disputes to arbitration must be brought only in the party’s his or her individual capacity, capacity and not as a plaintiff or class member in any purported classclass or representative arbitration. The prevailing party in any judicial motion to compel arbitration or confirm an arbitration award rendered pursuant to this paragraph shall be entitled to reimbursement of its reasonable attorneys’ fees and expenses from the non-moving party. Arbitration is final and binding on the Account Holder and Custodian. The Account Holder and Custodian agree to waive their right to seek remedies in court, representative including the right to jury trial. The Account Holder and Custodian agree that any such proceedings shall be treated as confidential and shall not be disclosed to anyone else, except as may be necessary to effectuate the ruling of the arbitrator. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS’ rules, unless otherwise stated below. The prevailing party in the arbitration will be entitled to reimbursement of all fees associated with the arbitration paid for by the prevailing party. The Account Holder can choose to reject this binding agreement to arbitrate by mailing the Custodian a written opt-out notice. The opt-out notice must be postmarked no later than 30 days after the date you accept this Agreement for the first time. You must mail the opt-out notice to ITrust Custodial Services, Attn: Litigation Department, 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx XX 00000. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of the Agreement will continue to apply. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 5305-RA is a model custodial account agreement that meets the requirements of section 408A and has been pre-approved by the IRS. A Xxxx individual retirement account (Xxxx XXX) is established after the form is fully executed by both the individual (Account Holder) and the Custodian. This account must be created in the United States for the exclusive benefit of the Account Holder and his or consolidated proceedingher beneficiaries. Do not file Form 5305-RA with the IRS. Instead, keep it with your records. Unlike contributions to traditional individual retirement arrangements, contributions to a Xxxx XXX are not deductible from the Account Holder’s gross income; and distributions after 5 years that are made when the Account Holder is 591⁄2 years of age or older or on account of death, disability, or the purchase of a home by a first-time homebuyer (limited to $10,000), are not includible in gross income. For more information on Xxxx IRAs, including the required disclosures the Custodian must give the Account Holder, see Pub. 590, Individual Retirement Arrangements (IRAs). Definitions XXX Conversion Contributions. XXX Conversion Contributions are amounts rolled over, transferred, or considered transferred from a non-Xxxx XXX to a Xxxx XXX. A non-Xxxx XXX is an individual retirement account or annuity described in section 408(a) or 408(b), other than a Xxxx XXX.

Arbitration. To aid in the rapid and economical resolution of any disputes that may arise in the course of the employment relationship, you and the Company agree that any and all disputes, claims, or demands in any way arising out of or relating to the terms of this Agreement, Company equity held by you (a) Any dispute including, but not limited to, the Existing Equity), your employment or controversy arising under service relationship with the Company, or in connection the termination of your relationship with this Agreement the Company, shall be settled exclusively resolved, to the fullest extent permitted by arbitrationlaw, by final, binding and confidential arbitration in San Diego, California, conducted before a single neutral arbitrator who is an attorney or retired judge with expertise selected and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS administered in accordance with the employment arbitration rules & procedures or then applicable equivalent rules of JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/the “JAMS Rules”) and subject the Federal Arbitration Act, 9 U.S.C. Sec. 1, et seq. A copy of the JAMS rules may be found on the JAMS website at wxx.xxxxxxx.xxx and will be provided to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed you by the Corporation or was last employed Company upon request. BY AGREEING TO THIS ARBITRATION PROCEDURE, YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE, CLAIM OR DEMAND THROUGH A TRIAL BY JURY OR JUDGE OR BY ADMINISTRATIVE PROCEEDING IN ANY JURISDICTION. You will have the right to be represented by the Corporationlegal counsel at any arbitration proceeding, at your expense. The arbitrator shall make shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding and (b) issue a written award statement signed by the arbitrator regarding the disposition of each claim and shall prepare a written opinion containing the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award was is based. The decision arbitrator shall administer and conduct any arbitration in accordance with California law and shall apply substantive and procedural California law to any such dispute, claim or demand, without reference to any conflict-of-law provisions of any jurisdiction. To the arbitrator will extent that the JAMS Rules conflict with California law, California law shall take precedence. The parties agree that the prevailing party in any arbitration shall be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award entitled to injunctive relief in any court having jurisdictionof competent jurisdiction to enforce the arbitration award. The parties acknowledge and agree that Nothing in connection with this Agreement is intended to prevent either you or the Company from obtaining injunctive relief (or any such arbitration and regardless other provisional remedy) in any court of outcome, competent jurisdiction pursuant to California Code of Civil Procedure Section 1281.8 to prevent irreparable harm (a) each party shall pay all of its own costs and expenses, including, without limitation, pending the conclusion of any arbitration). The Company shall pay the arbitrator’s fees, arbitration expenses and any other costs unique to the arbitration proceeding (recognizing that each side shall bear its own legal deposition, witness, expert and attorney’s fees and expenses, and (b) the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited other expenses to the right to a jury trial. Nothing same extent as if the matter were being heard in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingcourt).

Arbitration. It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (a) Any dispute or controversy collectively, “Claims”), arising under out of, in connection with, or in connection with relation to this Agreement or the arbitrability of any Claims under this Agreement, shall be settled exclusively resolved by arbitrationfinal and binding arbitration administered by the Los Angeles, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices California offices of JAMS in accordance with JAMS the then-current Employment existing JAMS Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural FairnessRules. The arbitration parties shall take place select a mutually acceptable neutral arbitrator from the panel of arbitrators serving with any of JAMS’s offices, but in the event the parties cannot agree on an arbitrator, the Administrator of JAMS shall appoint an arbitrator from such panel (the arbitrator so selected or near appointed, the city in which Participant is employed by the Corporation or was last employed by the Corporation“Arbitrator”). The arbitrator parties expressly agree that the Arbitrator may provide all appropriate remedies (at law and equity) or judgments that could be awarded by a court of law in Delaware, and that, upon good cause shown, the Arbitrator shall afford the parties adequate discovery, including deposition discovery. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all actions pursuant to this Section 17. The Arbitrator shall be bound by and shall strictly enforce the terms of this Section 17 and may not limit, expand or otherwise modify its terms. The Arbitrator shall make a written good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of Delaware, or federal law, or both, as applicable, without reference to its conflicts of laws provisions. The Arbitrator is without jurisdiction to apply any different substantive law. The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the Arbitrator shall have the discretion to determine whether any such claim of privilege or work product doctrine applies. The Arbitrator shall render an award and a written, reasoned opinion in support thereof. Subject to the provisions of Section 8, the Arbitrator shall prepare have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a written opinion containing court of law in Delaware, which may include reasonable attorneys’ fees to the findings and conclusions on which the award was basedprevailing party. The decision of the arbitrator will award rendered by arbitration shall be final and binding upon the parties hereto. Judgment parties, and judgment upon the award may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with Neither a party nor the Arbitrator shall disclose the existence, content, or results of any such arbitration and regardless hereunder without the prior written consent of outcome, (a) each party all parties. Adherence to this dispute resolution process shall pay all of its own costs and expensesnot limit the parties’ right to obtain any provisional remedy, including, without limitation, its own legal fees and expensesinjunctive or similar relief, and (b) the arbitration costs shall from any court of competent jurisdiction as may be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute protect their rights and interests. Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any Claims arising out of or defend the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement relating to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation Subject to the Arbitrator’s award, each party shall bear its own fees and Participant further agree that expenses with respect to this dispute resolution process and any claim submitted to arbitration must be brought in action related thereto and the party’s individual capacity, parties shall share equally the fees and not as a plaintiff or class member in any purported class, representative or consolidated proceedingexpenses of JAMS and the Arbitrator.

Arbitration. (a) Any The parties hereby agree that, in order to obtain prompt and expeditious resolution of any disputes under this Agreement, each claim, dispute or controversy of whatever nature, arising under out of, in connection with, or in connection with relation to the interpretation, performance or breach of this Agreement (or any other agreement contemplated by or related to this Agreement), including without limitation any claim based on contract, tort or statute, or the arbitrability of any claim hereunder (an "Arbitrable Claim"), shall be settled exclusively by arbitrationfinal and binding arbitration conducted in Palo Alto, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment lawCalifornia. The arbitration All such Arbitrable Claims shall be held under the auspices of JAMS settled by three arbitrators in accordance with JAMS then-current Employment the Commercial Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place then in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The decision effect of the arbitrator will American Arbitration Association. Such arbitrators shall be final and binding upon selected by mutual agreement of the parties heretoparties; provided, that, absent the mutual agreement of the parties, the arbitrators may not have any preexisting, direct or indirect relationship with any party to the dispute. EACH PARTY HERETO EXPRESSLY CONSENTS TO, AND WAIVES ANY FUTURE OBJECTION TO, SUCH FORUM AND ARBITRATION RULES. Judgment upon any award may be entered on the arbitrator’s award in by any state or federal court having jurisdictionjurisdiction thereof. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, Except as required by law (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees the rules and expensesregulations of the Securities and Exchange Commission and the Nasdaq Stock Market if applicable), and (b) neither party nor the arbitrators shall disclose the existence, content, or results of any arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party hereunder without the specific prior written consent of all parties. Except as provided herein, the non-disclosing partyFederal Arbitration Act shall govern the interpretation, unless required by law enforcement and all proceeding pursuant to this Section 12. Adherence to this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including without limitation, injunctive or similar relief, from any court order, of competent jurisdiction as may be necessary to prosecute or defend the arbitration, or in connection with enforcement of any decision in such protect their respective rights and interests pending arbitration. This agreement Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to arbitrate is mutually entered into between be the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded exclusive method of resolving any Arbitrable Claims arising out of or relating to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation arbitration procedures shall follow the substantive law of the State of California, including the provisions of statutory law dealing with arbitration, as it may exist at the time of the demand for arbitration, insofar as said provisions are not in conflict with this Agreement and Participant further agree that specifically excepting therefrom sections of any claim submitted to arbitration must be brought in the party’s individual capacity, such statute dealing with discovery and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.sections

Arbitration. (a) Any In the event of any dispute between the parties concerning the validity, interpretation, enforcement or controversy arising under breach of this Agreement or in connection with this Agreement any way related to Executive's Employee's employment or any termination of such employment (including any claims involving any officers, managers, directors, employees, shareholders or agents of the Company) excepting only any rights the parties may have to seek injunctive relief, the dispute shall be settled exclusively resolved by arbitrationfinal and binding arbitration administered by JAMS/Endispute in Los Angeles, conducted before a single arbitrator who is an attorney or retired judge with expertise and experience in the field of employment law. The arbitration shall be held under the auspices of JAMS California in accordance with JAMS then-current Employment the then existing JAMS/Endispute Arbitration Rules and Procedures (available for Employment Disputes. Resolution by arbitration, either in lieu of or after exhausting the procedures of Section 7 of the Severance Plan, shall be at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) the election of Executive with respect to any claim to which Section 7 of the Severance Plan shall apply. In the event of such an arbitration proceeding, the parties shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the parties cannot agree on an arbitrator, the Administrator of JAMS/Endispute shall appoint an arbitrator. Neither party nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties, except as may be compelled by court order. Except as provided herein, the Federal Arbitration Act shall govern the interpretation and subject to JAMS Policy on Employment Arbitration Minimum Standards enforcement of Procedural Fairness. The such arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationand all proceedings. The arbitrator shall make apply the substantive law (and the law of remedies, if applicable) of the state of California, or Federal law, or both, as applicable and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a written motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and shall prepare a written written, reasoned opinion containing the findings and conclusions on which in support thereof. Judgment upon the award was based. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge intend this arbitration provision to be valid, enforceable, irrevocable and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) construed as broadly as possible. Pending the arbitration costs shall be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend the arbitration, or in connection with enforcement resolution of any decision in such arbitration. This agreement to arbitrate is mutually entered into dispute between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded , the Company shall continue prompt payment of all amounts due to them by civil court actions, including but not limited to the right to a jury trial. Nothing in Executive under this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department and prompt provision of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted all benefits to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingwhich Executive is otherwise entitled.

Arbitration. (a) Any dispute Arbitration, including the right to invoke permanent injunctive relief, shall be the exclusive remedy for any and all disputes, claims or controversy arising under controversies, whether statutory, contractual or otherwise, between Mannatech and Caster concerning the Consultancy or the termination thereof, provided that either party may apply to a state or federal court of appropriate jurisdiction in Dallas County, Texas for interim, temporary, or preliminary relief, including relief by restraining order or preliminary injunction, in connection with any alleged breach or threatened or imminent breach of any provision of this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney and in aid of the arbitration provisions herein. By providing for such interim relief or retired judge with expertise and experience preliminary relief in the field courts of employment lawDallas County, Texas, the parties agree that they are not waiving the mandatory arbitration provisions herein. In the event either party provides a Notice of Arbitration of Dispute to the other party, Mannatech and Caster agree to submit such dispute or controversy, whether statutory or otherwise, to an arbitrator or arbitrators selected from a panel of arbitrators of the American Arbitration Association located in Dallas, Texas. The effective rules at the time of the commencement of the Commercial Arbitration of the American Arbitration Association shall control the arbitration. In any arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and proceeding conducted subject to JAMS Policy on Employment Arbitration Minimum Standards these provisions, all statutes of Procedural Fairnesslimitations that would otherwise be applicable shall apply to any arbitration proceeding hereunder. In any arbitration proceeding conducted subject to these provisions, the arbitrator(s) is/are specifically empowered to decide any question pertaining to limitations, and may do so by documents or by a hearing, in his or her sole discretion. In this regard, the arbitrator may authorize the submission of pre-hearing motions similar to a motion to dismiss or for summary adjudication for the purposes of consideration of this matter. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporation. The arbitrator shall make a written award and shall prepare a written opinion containing the findings and conclusions on which the award was based. The arbitrator's decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdictionparties. The parties acknowledge further agree to abide by and agree that perform any award rendered by the arbitrator(s). The prevailing party in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs proceeding shall be borne entirely by the Corporation. The arbitration shall be confidential entitled to record and no details concerning such arbitration shall be disclosed or released have awarded its reasonable attorney's fees, in addition to any third party without other relief to which it may be entitled. In rendering the specific written consent of award, the non-disclosing party, unless required by law or court order, as necessary to prosecute or defend arbitrator(s) shall state the arbitration, or in connection with enforcement of any decision in such arbitration. This agreement to arbitrate is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actionsreasons therefor, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges any computations of actual damages or claims with the Equal Employment Opportunity Commissionoffsets, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceedingif applicable.

Arbitration. (a) Any dispute or controversy Officer and Employer agree that, to the fullest extent permitted by law, Officer and Employer will submit all disputes arising under or in connection with this Agreement or arising out of or related to Officer’s employment with or separation from Employer, to final and binding arbitration. The arbitrator will conduct the arbitration at a mutually agreeable site within San Diego County and in accordance with the then applicable JAMS Employment Arbitration Rules & Procedures, a current copy of which are attached to this Agreement at Appendix B. The arbitrator shall have at least ten (10) years’ experience in employment law and shall be settled exclusively by arbitration, conducted before a single arbitrator who is an attorney or retired judge with expertise judge. Officer and experience in Employer shall give written notice to the field other party of employment law. The arbitration shall be held under the auspices of JAMS in accordance with JAMS then-current Employment Arbitration Rules and Procedures (available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject their intention to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The arbitration shall take place in or near the city in which Participant is employed by the Corporation or was last employed by the Corporationsubmit a dispute to arbitration. The arbitrator shall make a written award and shall prepare issue a written opinion containing the findings and conclusions on award which the award was based. The decision of the arbitrator will decide all issues submitted and shall be final and binding upon to the parties hereto. Judgment may fullest extent permitted by law and will be entered on the arbitrator’s award in enforceable by any court having jurisdiction. The parties acknowledge arbitrator shall be permitted to award only those remedies in law or equity which are requested by the Parties and agree that which the arbitrator determines to be supported by credible and relevant evidence presented. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Employer shall initially remit the reasonable fees of the arbitrator for any claim arbitrated pursuant to this Agreement. However, in any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with any such the arbitration and regardless of outcome, (a) each to the extent permitted by applicable law. If the arbitrator determines a party shall pay to be the prevailing party under circumstances where the prevailing party won on some but not all of its own the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and expenses, includingattorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. 39700561v.1 Either party may, without limitationinconsistency with this Agreement, its own legal fees seek from a court any interim or provisional relief that is necessary to protect the rights or property of that party, pending the selection of an arbitrator and/or commencement of arbitration pursuant to this Agreement. However, Officer and expenses, and (b) Employer shall maintain the confidential nature of the arbitration costs shall proceedings and any award issued thereafter, except as may be borne entirely by the Corporation. The arbitration shall be confidential and no details concerning such arbitration shall be disclosed or released necessary in a court application for a preliminary remedy, a judicial challenge to any third party without the specific written consent of the non-disclosing partyarbitration award or its enforcement, or unless otherwise required by law or court order, judicial decision. Except as necessary to prosecute or defend the arbitrationmay be required by law, or as may be required in connection with enforcement an action to enforce, modify, or vacate the award, neither Officer nor Employer nor an arbitrator may disclose the existence, content, or results of any decision in such arbitration. This agreement to arbitrate is mutually entered into between arbitration hereunder without the prior written consent of all parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Nothing in this Agreement shall prevent Participant from filing charges or claims with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or any other federal, state or local government agency. However, Participant may seek individual monetary relief only through arbitration under this Agreement. The Corporation and Participant further agree that any claim submitted to arbitration must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, representative or consolidated proceeding.