Common use of Dispute Resolution and Arbitration Clause in Contracts

Dispute Resolution and Arbitration. (a) If any dispute arises between the Executive and Sempra Energy or any of its Affiliates, including, but not limited to, disputes relating to or arising out of this Agreement, disputes relating to or arising out of the Executive’s employment and/or the termination thereof, and/or disputes regarding the interpretation, enforceability, or validity of this Agreement (“Arbitrable Dispute”), the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and binding arbitration as set forth below, except as prohibited by law. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra Energy. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“AAA”)) nearest to the location where the Executive last worked for the Company. Except to the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy will be responsible for paying any filing fee and the fees and costs of the arbitrator. However, the Executive will be responsible for contributing up to any amount equal to the filing fee that would be paid to initiate the claim in a court of general jurisdiction in the state in which the Executive is employed, unless a lower fee amount would be owed by the Executive pursuant to the JAMS Rules (or AAA rules, as applicable) or applicable law. Subject to Section 15 of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required to issue a written award and opinion setting forth the essential findings and conclusions on which the award is based, and any judgment or award issued by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator does not have the authority to consider, certify, or hear an arbitration as a class action, collective action, or any other type of representative action. In addition, unless all parties agree in writing otherwise, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator award, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration award. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in court.

Dispute Resolution and Arbitration. (a) If 1. Either Contracting Party may request the Association Council established under the Association Agreement to examine any dispute arises between the Executive and Sempra Energy or any of its Affiliates, including, but not limited to, disputes relating to the application or arising out interpretation of this Agreement, disputes relating having not been resolved in accordance with Article 21 (The Joint Committee) of this Agreement. 2. The Association Council established under the Association Agreement may settle the dispute by means of a decision. 3. The Contracting Parties shall take the necessary measures to implement the decision referred to in paragraph 2. 4. Should the Contracting Parties be unable to settle the dispute through the Joint Committee or arising out in accordance with paragraph 2, the dispute shall, at the request of either Contracting Party, be submitted to an arbitration panel of three arbitrators in accordance with the procedure laid down hereafter: (a) each Contracting Party shall appoint an arbitrator within sixty (60) days from the date of reception of the Executive’s employment and/or notification for the termination thereof, and/or disputes regarding request for arbitration by the interpretation, enforceabilityarbitration panel addressed by the other Contracting Party through diplomatic channels; the third arbitrator should be appointed by the other two arbitrators within sixty (60) additional days. If one of the Contracting Parties has not appointed an arbitrator within the agreed period, or validity if the third arbitrator is not appointed within the agreed period, each Contracting Party may request the President of this Agreement (“Arbitrable Dispute”), the Executive and Sempra Energy mutually agree Council of the ICAO to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and binding arbitration as set forth below, except as prohibited by law. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra Energy. Any Arbitrable Dispute will be decided by appoint an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial.arbitrators, whichever is applicable; (b) Sempra Energy the third arbitrator appointed under the terms of paragraph a) above should be a national of a third State and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated shall act as a class and/or collective action and President of the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitration.panel; (c) Arbitration the arbitration panel shall take place at the office agree its rules of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“AAA”)) nearest to the location where the Executive last worked for the Company. Except to the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxxprocedure; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules.and (d) Sempra Energy will be responsible for paying any filing fee and subject to the fees and costs final decision of the arbitrator. Howeverarbitration panel, the Executive will initial expenses of the arbitration shall be responsible for contributing up to any amount equal to the filing fee that would be paid to initiate the claim in a court of general jurisdiction in the state in which the Executive is employed, unless a lower fee amount would be owed shared equally by the Executive pursuant Contracting Parties. 5. At the request of a Contracting Party and pending the final decision of the arbitration panel, the arbitration panel may order the other Contracting Party to implement interim relief measures. 6. Any provisional decision or final decision of the JAMS Rules (or AAA rules, as applicable) or applicable lawarbitration panel shall be binding upon the Contracting Parties. 7. Subject to Section 15 If one of the Contracting Parties does not act in conformity with a decision of the arbitration panel taken under the terms of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration Article within thirty (i.e., costs that each party would incur if 30) days from the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 notification of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ feesaforementioned decision, the arbitrator may award reasonable attorneys’ fees to other Contracting Party may, for as long as this failure endures, limit, suspend or revoke the prevailing party, applying the same standards a court would apply rights or privileges which it had granted under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required to issue a written award and opinion setting forth the essential findings and conclusions on which the award is based, and any judgment or award issued by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator does not have the authority to consider, certify, or hear an arbitration as a class action, collective action, or any other type of representative action. In addition, unless all parties agree in writing otherwise, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator award, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement terms of this Agreement or any arbitration award. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in courtContracting Party at fault.

Dispute Resolution and Arbitration. (a) If Any claim, action, dispute or controversy of any dispute arises between the Executive and Sempra Energy kind arising out of or any of its Affiliates, including, but not limited to, disputes relating to this Agreement or arising out concerning any aspect of performance by any Member under the terms of this Agreement, disputes relating to or arising out except those matters identified in Section 4 of the Executive’s employment and/or Capital Expenditures Reimbursement Agreement and Section 20(a) of the termination thereof, and/or disputes regarding the interpretation, enforceability, or validity of this Property Management Agreement (“Arbitrable Dispute”)which matters shall be resolved pursuant to the procedures set forth in the Capital Expenditures Reimbursement Agreement or the Property Management Agreement, the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final as applicable) ("DISPUTE") shall be resolved by mandatory and binding arbitration administered by the American Arbitration Association (the "AAA") pursuant to the Federal Arbitration Act (Title 9 of the United States Code) in accordance with this Agreement and the then-applicable Commercial Arbitration Rules of the AAA. The Members acknowledge and agree that the transactions evidenced and contemplated hereby involve "commerce" as set forth belowcontemplated in Section 2 of the Federal Arbitration Act. If Title 9 of the United States Code is inapplicable to any such Dispute for any reason, except as prohibited by law. Arbitration such arbitration shall be conducted pursuant to the exclusive remedy for any Arbitrable Dispute. AccordinglyMassachusetts Uniform Arbitration Act, this agreement Agreement and the then-applicable Commercial Arbitration Rules of the AAA. To the extent that any inconsistency exists between this Agreement and the foregoing statutes or rules, this Agreement shall control. Judgment upon the award rendered by the arbitrator acting pursuant to arbitrate applies with respect to all Arbitrable Disputesthis Agreement may be entered in, whether initiated and enforced by, any court having jurisdiction absent manifest disregard by Executive such arbitrator of applicable law; provided, however, that the arbitrator shall not amend, supplement or Sempra Energyreform in any manner any of the rights or obligations of any Member hereunder or the enforceability of any of the terms or provisions of this Agreement. Any Arbitrable Dispute will arbitration proceedings under this Agreement shall be decided by an conducted in Boston, Massachusetts before a single arbitrator through individual arbitration who has no direct or indirect relationship with any Member or any Member's Affiliate and not by way who has recognized expertise in the fields of court or jury trial. Sempra Energy commercial real estate investment and the Executive waive any right to a jury trial or a court bench triallimited liability company and partnership law and practice. (b) Sempra Energy Upon the request of any Member who is a party to such Dispute set out in a written notice delivered in accordance with Section 12.1 hereof or to the other Members who are parties to such Dispute, whether made before or after the institution of any legal proceeding, but prior to the expiration of the statutory time period within which any Member must respond upon receipt of valid service of process in order to avoid a default judgment, any Dispute shall be resolved by mandatory and the Executive agree to bring any dispute in binding arbitration in an individual capacity only: Sempra Energy and accordance with the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision terms of this Agreement. Within ten (10) days after a Member's receipt of such notice, the Members who are parties to the fullest extent permitted by law, the Executive and Sempra Energy (1) Dispute shall agree not to bring upon a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an qualified arbitrator. If any provision of this representative PAGA Waiver the Members cannot agree within such 10-day period, an arbitrator shall be appointed by the AAA. If a replacement arbitrator is found to be unenforceable or unlawful necessary for any reason, the unenforceable provision such replacement arbitrator shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To appointed by the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitrationAAA. (c) Arbitration shall take place at the office Any Member may bring summary proceedings (including, without limitation, a plea in abatement or motion to stay further proceedings) in court to compel arbitration of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“AAA”)) nearest to the location where the Executive last worked for the Company. Except to the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted any Dispute in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rulesthis Agreement. (d) Sempra Energy will All statutes of limitation that would otherwise be responsible for paying applicable shall apply to any filing fee arbitration proceeding. Any attorney-client privilege and other protection against disclosure of privileged or confidential information (including, without limitation, any protection afforded the fees work-product of any attorney) that could otherwise be claimed by any Member shall be available to, and costs may be claimed by, any such Member in any arbitration proceeding. No Member waives any attorney-client privilege or any other protection against disclosure of the arbitrator. Howeverprivileged or confidential information by reason of anything contained in, or done pursuant to, the Executive will be responsible for contributing up to any amount equal to the filing fee that would be paid to initiate the claim in a court of general jurisdiction in the state in which the Executive is employed, unless a lower fee amount would be owed by the Executive pursuant to the JAMS Rules (or AAA rules, as applicable) or applicable law. Subject to Section 15 arbitration provisions of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator arbitration shall apply be conducted and concluded as soon as is reasonably practicable, based on a schedule established by the Federal Rules arbitrator. Any arbitration award shall be based on and accompanied by findings of Evidencefact and conclusions of law, shall have be conclusive as to the authority to entertain a motion to dismiss or a motion for summary judgment facts so found and shall be confirmable by any partycourt having jurisdiction over the Dispute, and shall apply the standards governing provided that such motions under the Federal Rules of Civil Procedure. The arbitrator is required to issue a written award and opinion setting forth the essential award, findings and conclusions on which the award is based, and any judgment or award issued by an arbitrator may be entered are not in any court manifest disregard of competent jurisdiction. The arbitrator does not have the authority to consider, certify, or hear an arbitration as a class action, collective action, or any other type of representative action. In addition, unless all parties agree in writing otherwise, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator award, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration awardapplicable law. (f) If a court decides that applicable law does not permit Each Member shall bear its own expenses of the enforcement arbitration, including, without limitation, fees and expenses of counsel incident to any mediation or arbitration. The fees and expenses of the arbitrator and the AAA shall be borne equally by the Members. The arbitrator shall have the power and authority to award expenses to the prevailing Member if the arbitrator elects to do so. (g) In order for an arbitration award to be conclusive, binding and enforceable under this Agreement, the arbitration must follow the procedures set forth in the portions of this section’s limitations as Agreement relating to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the such arbitration and may any award or determination shall not be brought in courtmanifest disregard of applicable law. The obligation to arbitrate any Dispute shall be binding upon the successors and assigns of each of the Members.

Dispute Resolution and Arbitration. (a) If any dispute arises between the Executive and Sempra Energy or any of its Affiliates, including, but not limited to, disputes relating to or arising out of this Agreement, disputes relating to or arising out of the Executive’s employment and/or the termination thereof, and/or disputes regarding the interpretation, enforceability, or validity of this Agreement (“Arbitrable Dispute”), the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and binding arbitration as set forth below, except as prohibited by law. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra EnergySempra. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy Xxxxxx and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy Xxxxxx are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“AAA”)) nearest to the location where the Executive last worked for the Company. Except to the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy Xxxxxx will be responsible for paying any filing fee and the fees and costs of the arbitrator. However, the Executive will be responsible for contributing up to any amount equal to the filing fee that would be paid to initiate the claim in a court of general jurisdiction in the state in which the Executive is employed, unless a lower fee amount would be owed by the Executive pursuant to the JAMS Rules (or AAA rules, as applicable) or applicable law. Subject to Section 15 of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required to issue a written award and opinion setting forth the essential findings and conclusions on which the award is based, and any judgment or award issued by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator does not have the authority to consider, certify, or hear an arbitration as a class action, collective action, or any other type of representative action. In addition, unless all parties agree in writing otherwise, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator award, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration award. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in court.

Dispute Resolution and Arbitration. (a) If Other than as set forth in Section 8.6 hereof, any dispute arises between the Executive and Sempra Energy dispute, controversy or any of its Affiliatesclaim (each, including, but not limited to, disputes relating to or a “Dispute”) arising out of this Agreement, disputes or relating to this Agreement or arising out of any agreement, schedule or exhibit contemplated hereby or entered into pursuant hereto, or the Executive’s employment and/or the performance, breach or termination hereof or thereof, and/or disputes regarding the interpretation, enforceability, or validity of this Agreement (“Arbitrable Dispute”), the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and binding arbitration as set forth below, except as prohibited by law. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement submitted to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra Energy. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in binding arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must Dispute shall be litigated in a court of competent jurisdiction decided by one (1) arbitrator mutually agreeable to Autobytel and the Shareholders Representative. If Autobytel and the Shareholders Representative cannot in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputesagree on one (1) arbitrator, the Parties agree that litigation of those Arbitrable Disputes Dispute shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, submitted to the American Arbitration Association (“AAA”)) nearest in Phoenix, Arizona, and AAA shall appoint an arbitrator to resolve the Dispute under its Commercial Arbitration Rules. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties 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 have the authority to impose sanctions, including attorneys’ fees and costs, to the location where same extent as a court of competent law or equity, if the Executive last worked for arbitrator determines that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the Company. Except arbitrator as to the extent it conflicts with validity and amount of any claim shall be binding and conclusive upon the rules parties to this Agreement. Such decision shall be written and procedures shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. (b) Judgment upon any award rendered by the arbitrator may be entered in this Agreement, any court having jurisdiction. Any such arbitration shall be conducted held in accordance with Phoenix, Arizona under the JAMS Employment Commercial Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of CaliforniaAAA. The non-prevailing party to an arbitration shall pay its own costs and expenses, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy will be responsible for paying any filing fee and the fees and costs of the arbitrator. However, the Executive will be responsible for contributing up to any amount equal to administrative costs of the filing fee that would be paid to initiate arbitration, and the claim in a court of general jurisdiction in the state in which the Executive is employedexpenses, unless a lower fee amount would be owed by the Executive pursuant to the JAMS Rules (or AAA rulesincluding without limitation, as applicable) or applicable law. Subject to Section 15 of this Agreement, each party shall pay its own reasonable attorneys’ fees and pay any costs that are not unique to arbitration (i.e.costs, costs that each party would incur if incurred by the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees other parties to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claimarbitration. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required to issue a written award and opinion setting forth the essential findings and conclusions on which the award is based, and any judgment or award issued by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator does not have the authority to consider, certify, or hear an arbitration as a class action, collective action, or any other type of representative action. In addition, unless all parties agree in writing otherwise, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator award, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration award. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in court.

Dispute Resolution and Arbitration. (a) If any dispute arises between the Executive and Sempra Energy or any of its Affiliates, including, but not limited to, disputes relating to or arising out of this Agreement, disputes relating to or arising out of the Executive’s employment and/or the termination thereof, and/or disputes regarding the interpretation, enforceability, or validity of this Agreement (“Arbitrable Dispute”), the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and binding arbitration as set forth below, except as prohibited by law. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra EnergySempra. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy Xxxxxx and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy Xxxxxx are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“AAA”)) nearest to the location where the Executive last worked for the Company. Except to the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy will be responsible for paying any filing fee and the fees and costs of the arbitrator. However, the Executive will be responsible for contributing up to any amount equal to the filing fee that would be paid to initiate the claim in a court of general jurisdiction in the state in which the Executive is employed, unless a lower fee amount would be owed by the Executive pursuant to the JAMS Rules (or AAA rules, as applicable) or applicable law. Subject to Section 15 of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required to issue a written award and opinion setting forth the essential findings and conclusions on which the award is based, and any judgment or award issued by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator does not have the authority to consider, certify, or hear an arbitration as a class action, collective action, or any other type of representative action. In addition, unless all parties agree in writing otherwise, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator award, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration award. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in court.

Dispute Resolution and Arbitration. (a) If any Any controversy, claim or dispute arises between the Executive and Sempra Energy or any of its Affiliates, including, but not limited to, disputes relating to or arising out of or relating to this Agreement, disputes relating to or arising out of any other matter between or among the Executive’s employment and/or the termination thereofparties hereto, and/or disputes regarding the interpretationtheir assignees, enforceabilityaffiliates, attorneys, or validity of this Agreement (“Arbitrable Dispute”)agents, the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and shall be settled by binding arbitration as set forth belowin Los Angeles County, except as prohibited by lawCalifornia. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra Energy. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“AAA”)) nearest to the location where the Executive last worked for the Company. Except to the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted in accordance with the JAMS Employment currently prevailing commercial arbitration rules of the American Arbitration Rules & Procedures then in effect Association, but shall be before J.A.M.S./Endispute (“JAMS”), with the following exceptions if in conflict: (a) one neutral arbitrator shall be chosen by JAMS Rules”) (if the Executive is employed outside parties are first unable to mutually agree on one arbitrator; (b) each party to the arbitration will pay its pro rata share of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 expenses and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy will be responsible for paying any filing fee and the fees and costs of the arbitrator. However, together with other expenses of the Executive will be responsible for contributing up to any amount equal to arbitration incurred or approved by the filing fee that would be paid to initiate the claim in a court of general jurisdiction arbitrator; and (c) arbitration may proceed in the state in which the Executive is employed, unless a lower fee amount would be owed by the Executive absence of any party if written notice (pursuant to the JAMS Rules (or AAA rules, as applicableAmerican Arbitration Association’s rules and regulations) or applicable law. Subject of the proceedings has been given to Section 15 of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required parties agree to issue a written award abide by all decisions and opinion setting forth awards rendered in such proceedings. Such decisions and awards rendered by the essential findings arbitrator(s) shall be final and conclusions on which the award is based, conclusive and any judgment or award issued by an arbitrator may be entered in any court having jurisdiction thereof as a basis of competent jurisdictionjudgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. The arbitrator does shall not have the power or authority to consideraward punitive damages, certifyconsequential damages, lost profits or hear an arbitration speculative damages, but shall be empowered to award equitable remedies as a class actionappropriate. The parties shall keep confidential the existence of the claim, collective actioncontroversy or disputes from third parties (other than the arbitrator), or any other type of representative action. In additionand the determination thereof, unless all parties agree in writing otherwiseotherwise required by law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seekTHEN EACH PARTY, nor may the arbitrator awardTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration awardHEREBY 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. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in court.

Dispute Resolution and Arbitration. (a) If any Any controversy, claim or dispute arises between the Executive and Sempra Energy or any of its Affiliates, including, but not limited to, disputes relating to or arising out of or relating to this Agreement, disputes relating to or arising out of any other matter between or among the Executive’s employment and/or the termination thereofparties hereto, and/or disputes regarding the interpretationtheir assignees, enforceabilityaffiliates, attorneys, or validity of this Agreement (“Arbitrable Dispute”)agents, the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and shall be settled by binding arbitration as set forth belowin Los Angeles County, except as prohibited by lawCalifornia. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra Energy. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“AAA”)) nearest to the location where the Executive last worked for the Company. Except to the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted in accordance with the JAMS Employment currently prevailing commercial arbitration rules of the American Arbitration Rules & Procedures then in effect Association, but shall be before J.A.M.S./Endispute (“JAMS”), with the following exceptions if in conflict: (a) one neutral arbitrator shall be chosen by JAMS Rules”) (if the Executive is employed outside parties are first unable to mutually agree on one arbitrator; (b) each party to the arbitration will pay its pro rata share of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 expenses and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy will be responsible for paying any filing fee and the fees and costs of the arbitrator. However, together with other expenses of the Executive will be responsible for contributing up to any amount equal to arbitration incurred or approved by the filing fee that would be paid to initiate the claim in a court of general jurisdiction arbitrator; and (c) arbitration may proceed in the state in which the Executive is employed, unless a lower fee amount would be owed by the Executive absence of any party if written notice (pursuant to the JAMS Rules (or AAA rules, as applicableAmerican Arbitration Association’s rules and regulations) or applicable law. Subject of the proceedings has been given to Section 15 of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required parties agree to issue a written award abide by all decisions and opinion setting forth awards rendered in such proceedings. Such decisions and awards rendered by the essential findings arbitrators) shall be final and conclusions on which the award is based, conclusive and any judgment or award issued by an arbitrator may be entered in any court having jurisdiction thereof as a basis of competent jurisdictionjudgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. The arbitrator does shall not have the power or authority to consideraward punitive damages, certifyconsequential damages, lost profits or hear an arbitration speculative damages, but shall be empowered to award equitable remedies as a class actionappropriate. The parties shall keep confidential the existence of the claim, collective actioncontroversy or disputes from third parties (other than the arbitrator), or any other type of representative action. In additionand the determination thereof, unless all parties agree in writing otherwiseotherwise required by law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seekTHEN EACH PARTY, nor may the arbitrator awardTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration awardHEREBY 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. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in court.

Dispute Resolution and Arbitration. (a) If Other than as set forth in Section 8.6 hereof, any dispute arises between the Executive and Sempra Energy dispute, controversy or any of its Affiliatesclaim (each, including, but not limited to, disputes relating to or a “Dispute”) arising out of this Agreement, disputes or relating to this Agreement or arising out of any agreement, schedule or exhibit contemplated hereby or entered into pursuant hereto, or the Executive’s employment and/or the performance, breach or termination hereof or thereof, and/or disputes regarding the interpretation, enforceability, or validity of this Agreement (“Arbitrable Dispute”), the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum and agree to resolve any Arbitrable Dispute through final and binding arbitration as set forth below, except as prohibited by law. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement submitted to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra Energy. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in binding arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must Dispute shall be litigated in a court of competent jurisdiction decided by one (1) arbitrator mutually agreeable to Autobytel and the Sellers’ Representative. If Autobytel and the Sellers’ Representative cannot in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputesagree on one (1) arbitrator, the Parties agree that litigation of those Arbitrable Disputes Dispute shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, submitted to the American Arbitration Association (“AAA”)) nearest in Phoenix, Arizona, and AAA shall appoint an arbitrator to resolve the location where Dispute under its Commercial Arbitration Rules. The arbitrator shall set a limited time period and establish procedures designed to reduce the Executive last worked cost and time for discovery while allowing the Company. Except to parties an opportunity, adequate in the extent it conflicts with the rules and procedures set forth in this Agreement, arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of California, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy will be responsible for paying any filing fee and the fees and costs sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the Dispute. However, the Executive will be responsible for contributing up to any amount equal to the filing fee that would be paid to initiate the claim in a court of general jurisdiction in the state in which the Executive is employed, unless a lower fee amount would be owed by the Executive pursuant to the JAMS Rules (or AAA rules, as applicable) or applicable law. Subject to Section 15 of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, rule upon motions to compel or limit discovery and shall have the authority to entertain impose sanctions, including attorneys’ fees and costs, to the same extent as a motion court of competent law or equity, if the arbitrator determines that discovery was sought without substantial justification or that discovery was refused or objected to dismiss or a motion for summary judgment by without substantial justification. The decision of the arbitrator as to the validity and amount of any party, claim shall be binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall apply the standards governing such motions under the Federal Rules be supported by written findings of Civil Procedure. The arbitrator is required to issue a written award fact and opinion setting conclusions which shall set forth the essential findings and conclusions on which award, judgment, decree or order awarded by the arbitrator. (b) Judgment upon any award is based, and any judgment or award issued rendered by an the arbitrator may be entered in any court of competent having jurisdiction. The arbitrator does not have Any such arbitration shall be held in Phoenix, Arizona under the authority Commercial Arbitration Rules then in effect of AAA. Each party to consider, certify, or hear an arbitration as a class actionshall pay its own costs and expenses relating to such arbitration, collective actionand Autobytel, or any on the one hand, and Target and/or the Sellers, on the other type hand, shall share equally the fees and costs of representative action. In additionthe arbitrator and the administrative costs of the arbitration, in each case, unless all parties agree in writing otherwise, otherwise determined by the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator award, any relief that is not individualized to the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement of this Agreement or any arbitration awardarbitrator. (f) If a court decides that applicable law does not permit the enforcement of any of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedy) must be severed from the arbitration and may be brought in court.

Dispute Resolution and Arbitration. Subject to clause (ac) If below, if any dispute arises between the Executive and Sempra Energy or among any of its Affiliates, the Parties regarding or relating to this Agreement or (unless otherwise expressly provided for therein) any Collateral Document (including, but not limited towithout limitation, disputes relating to or arising out any aspect of this Xxxxxxxx'x obligations under the Employment Agreement, disputes relating to or arising out of the Executive’s employment and/or the termination thereof, and/or disputes regarding the interpretation, enforceability, or validity of this Agreement (“Arbitrable Dispute”), then, IN LIEU OF LITIGATION, the Executive and Sempra Energy mutually agree to waive their respective rights to resolution of disputes through litigation in a judicial forum Parties consent and agree to resolve any Arbitrable Dispute such dispute through final and binding mandatory arbitration as set forth below, except as prohibited by law. Arbitration shall be the exclusive remedy for any Arbitrable Dispute. Accordingly, this agreement to arbitrate applies with respect to all Arbitrable Disputes, whether initiated by Executive or Sempra Energy. Any Arbitrable Dispute will be decided by an arbitrator through individual arbitration and not by way of court or jury trial. Sempra Energy and the Executive waive any right to a jury trial or a court bench trial. (b) Sempra Energy and the Executive agree to bring any dispute in arbitration in an individual capacity only: Sempra Energy and the Executive hereby waive any right for any dispute to be brought, maintained, heard, decided or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside over any such action (“Class Action Waiver”). The Executive understands and agrees that the Executive and Sempra Energy are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. To the extent the Class Action Waiver is determined to be invalid, unenforceable, or void, any class and/or collective action must proceed in a court of law and not in arbitration. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, the Executive and Sempra Energy (1) agree not to bring a representative action on behalf of others under the Private Attorneys General Act Commercial Rules of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) agree that, for any claim brought on a private attorney general basis, including under the California PAGA, any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether the Executive has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this agreement to arbitrate or the JAMS Rules, the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason, the unenforceable provision shall be severed from this Dispute Resolution provision, and any such representative PAGA claims or other representative private attorneys general act claims must be litigated in a court of competent jurisdiction and not in arbitration. To the extent that there are any Arbitrable Disputes to be litigated in a court of competent jurisdiction because a court determines that the Representative PAGA Waiver is unenforceable with respect to those disputes, the Parties agree that litigation of those Arbitrable Disputes shall be stayed pending the outcome of any individual disputes in arbitration. (c) Arbitration shall take place at the office of JAMS (or, if the Executive is employed outside of California, the American Arbitration Association (“the "AAA”"), before a single, independent arbitrator (which arbitrator shall, subject to clause (b) nearest below, be a retired judge of any Federal Court or a retired judge who has served as a judge in civil proceedings in New York at the Supreme Court level or on a more senior court in the State of New York). Any such arbitrator shall be selected by mutual agreement of the parties to such arbitration, but in the location where event such parties cannot agree upon the Executive last worked for selection of such arbitrator, the Company. Except to the extent it conflicts AAA located in New York City shall appoint such arbitrator in accordance with the commercial arbitration rules and procedures set forth in this Agreement, of the AAA. Any arbitration proceeding contemplated hereunder shall be conducted in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect (“JAMS Rules”) (if the Executive is employed outside of CaliforniaNew York City, the AAA Employment Arbitration Rules & Mediation Procedures (“AAA Rules”)), copies of which are available at xxx.xxxxxxx.xxx; tel: 000.000.0000 and xxx.xxx.xxx; tel: 000.000.0000, before a single experienced, neutral employment arbitrator selected in accordance with those rules. (d) Sempra Energy will be responsible for paying any filing fee and the fees and costs of the arbitratorNew York. However, the Executive will be responsible for contributing up to any amount equal The Parties consent to the filing fee that would be paid to initiate the claim in a court entry of general jurisdiction in the state in which the Executive is employed, unless a lower fee amount would be owed judgment upon award rendered by the Executive pursuant to the JAMS Rules (or AAA rules, as applicable) or applicable law. Subject to Section 15 of this Agreement, each party shall pay its own attorneys’ fees and pay any costs that are not unique to arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). However, subject to Section 15 of this Agreement, if any party prevails on a statutory claim that authorizes an award of attorneys’ fees to the prevailing party, or if there is a written agreement providing for attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, applying the same standards a court would apply under the law applicable to the claim. (e) The arbitrator shall apply the Federal Rules of Evidence, shall have the authority to entertain a motion to dismiss 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 is required to issue a written award and opinion setting forth the essential findings and conclusions on which the award is based, and any judgment or award issued by an arbitrator may be entered in any court of competent jurisdiction. The arbitrator does not have Without limiting the authority generality or scope of the foregoing, all disputes (except as otherwise herein or in the applicable Collateral Document expressly provided) under or with respect to consider, certify, this Agreement or hear an any Collateral Document shall be subject to arbitration as a class actionherein provided, collective actionwhich disputes may include, or any other type of representative action. In addition, unless all parties agree in writing otherwise, the arbitrator shall not consolidate or join the arbitrations of one or more than one individual. Neither party may seek, nor may the arbitrator awardwithout limitation, any relief that is not individualized claim or dispute with respect to (i) the claimant or that affects other individuals. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. Sempra Energy and the Executive recognize that this agreement to arbitrate arises out of or concerns interstate commerce and that the Federal Arbitration Act shall govern the arbitration and shall govern the interpretation or enforcement enforceability of this Agreement or any arbitration awardCollateral Document (or any provision hereof or thereof), (ii) whether this Agreement or any Collateral Document was induced by fraud or coercion and (iii) whether any Party is entitled to rescission or any other remedy. (fa) If Notwithstanding the foregoing, if the dispute relates to a court decides determination of the amount of the Outstanding Indebtedness hereunder or any other financial amount under any of the Collateral Documents, such dispute shall be resolved in accordance with clause (a) above but the single arbitrator shall be an individual with substantial experience in auditing public companies. (b) Notwithstanding the foregoing, if any suit or other judicial proceeding is commenced asserting a Third Party Claim against any Party and if such Third Party Claim would or could give rise to a claim for indemnification by such Party under Article 8 above, then, at the election of such Party, the Party obligated hereunder to indemnify with respect to such Claim may be joined in such suit or other judicial proceeding so that applicable law does not permit all matters related thereto (including the enforcement obligation, if any, of any Party to indemnify another Party with respect to such Claim) may be resolved in such suit or other legal proceeding. (c) Notwithstanding the foregoing, however, should adequate grounds exist for seeking immediate injunctive or other equitable relief hereunder or under any Collateral Document, any Party may seek and obtain such relief through a judicial proceeding or action in accordance with Section 10.13 above, provided that, upon obtaining such relief, any further proceeding in such judicial proceeding or action (exclusive of this section’s limitations as to a particular claim or any particular remedy for a claim, then that claim or particular remedy (and only that claim or particular remedyappeal) must shall be severed from stayed pending the resolution of the arbitration and may proceedings called for herein. (d) With respect to any arbitration contemplated by this Section 10.14, each Party shall, subject to Article 8 above, bear its or his own costs; however, any fees assessed by the AAA shall be brought allocated by the arbitrator in courthis or her sole discretion.