Common use of Mediation and Arbitration Clause in Contracts

Mediation and Arbitration. (a) Employer and Manager hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Excepting only violations of Section 7 of this Agreement, if the Executive and the Employer and Manager hereby state their mutual desire for have any dispute concerning a legally cognizable claim whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except for violations of Section 7 of this Agreement or in connection with as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive’s employment or cessation of Manager by Employeremployment, including, including but not limited toto any dispute, claims controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within forty-five (45) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in Agreement. In the event that a Legal Dispute arisesparty wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall utilize be selected in accordance with the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices Employment Mediation Rules of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) Association. In the event that mediation is unsuccessful in fully resolving the Legal Disputeand arbitration is initiated, binding arbitration it shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be conducted under the auspices of the AAA and pursuant to the “National Rules for of the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time Disputes of the Legal Dispute is submitted for resolutionAmerican Arbitration Association. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation There shall be a single arbitrator to be agreed upon by the parties, provided no later than three hundred sixty-five (365that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) calendar days following and the date the submitting party became aware decision of the conduct constituting arbitrator, or the alleged claims. Failure to do so shall result in the irrevocable waiver majority of the claim made in panel if one has been selected, shall be final and binding on the Legal Dispute. (d) Notwithstanding that mediation and parties. Judgment upon the arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 award may be brought entered in any court of competent jurisdiction. . An Arbitration Notice must be served on the other party within one (e1) Each party acknowledges that year from the date on which the claim arose, and the failure to bring such a remedy at law for claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any breach or attempted breach further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The Employer will pay the cost of paragraphs 6, 7, 8 or 9 any mediation proceeding under this Agreement. The cost of this Agreement any arbitration proceeding will be inadequateshared equally by the parties to the dispute; provided, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief however, that, if the dispute is resolved in case favor of any breach or attempted breachthe Executive, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement such cost shall be enforceable paid in a court of equity, or other tribunal with jurisdiction, full by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedyEmployer.

Mediation and Arbitration. (a) Employer and Manager hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ ' compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“"Legal Dispute”"), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“"AAA”") and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “"National Rules for the Resolution of Employment Disputes,” " or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer and Manager hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, TexasTexas [Los Angeles, California]. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer Subject to the exceptions set forth in subsection 11.5 below, CAS and Manager hereby state their mutual desire for the Client agree that in case of any dispute concerning a legally cognizable dispute, controversy or claim arising out of under this Agreement or in connection any way connected with CAS's services to the employment of Manager by Employer, including, but Client and not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be otherwise resolved amicably, if possible, and without through the need for litigation. (b) Based on this mutual desire, CAS complaint process provided in the event a Legal Dispute arisespreceding paragraphs, the parties will, at the request of either party, attempt to settle such controversy without litigation through mediation consistent with the North Carolina "Rules Implementing Statewide Mediated Settlement Conferences in Superior Court Civil Actions," (the “Mediation Rules”). Notwithstanding anything to the contrary contained in the Mediation Rules or otherwise, the Client hereby waives their right to trial by judge or jury in any action, suit or proceeding arising under or related to this Agreement, or relating to the services provided under this Agreement. In the event that mediation is waived by both parties or is not successful, then any dispute, controversy, or claim arising under this Agreement or in any way connected with CAS's services to the Client will, at the request of either party be resolved by binding arbitration as provided herein and subject to the exceptions contained herein. The arbitration shall utilize be conducted by an arbitrator who shall be appointed pursuant to the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices rules of the American Arbitration Association (“"AAA”) "). The arbitration shall be held in Greensboro, North Carolina, and pursuant shall be conducted in accordance with the commercial arbitration rules of the AAA, except that the rules set forth herein shall govern such arbitration to the extent they conflict with the rules of the AAA. Upon written notice by a party to the other of a request for arbitration hereunder, the parties shall use their best efforts to cause the arbitration to be conducted in an expeditious manner. All other procedural matters shall be within the discretion of the arbitrator. In the event a party fails to comply with the procedures in any arbitration in a manner deemed material by the arbitrator, the arbitrator shall fix a reasonable time for compliance and, if the party does not comply within such period, a remedy deemed just by the arbitrator, including an award of default, may be imposed. The determination of the arbitrator shall be final and binding on the parties. Judgment upon the award rendered by the arbitrator may be entered and enforced in any court having jurisdiction. The parties shall each be responsible for their own expenses in connection with any mediation rules or arbitration, including without limitation legal fees and procedures promulgated by fees of experts provided; however, the parties shall share equally in the expense of the mediator or arbitrator and of the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer The parties agree that any and Manager hereby state their mutual desire for any dispute concerning a legally cognizable claim all disputes, claims or controversies arising out of or relating to this Agreement or in connection with the employment of Manager by Employer, including, but agreement that cannot limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties pursuant to Sections 11.01 or 11.02 shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute be submitted to mediation under the auspices of the American Arbitration Association (“AAA”) the "Arbitration Firm"), or its successor, for mediation, and pursuant if the matter is not resolved through mediation, then it shall be submitted to the Arbitration Firm, or its successor, for final and binding arbitration. Either Party may commence mediation by providing to the Arbitration Firm and the other Party a written request for mediation, setting forth the subject of the dispute and the relief requested. The mediation will be conducted in accordance with the Arbitration Firm's rules and procedures promulgated by in effect at the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method time of final resolution filing of the Legal Disputedemand for arbitration. The parties expressly waive their rights to bring action against will cooperate with the Arbitration Firm and with one another in selecting a court mediator from the Arbitration Firm's panel of lawneutrals, except as expressly provided and in subsection (d)scheduling the mediation proceedings. The parties hereto acknowledge covenant that failure to comply with this provision shall entitle they will participate in the non-breaching party not only to damagesmediation in good faith, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolutionthat they will share equally in its costs. All mediation offers, promises, conduct and arbitration hearings shall take place in Dallasstatements, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim whether oral or written, made in the Legal Dispute. (d) Notwithstanding course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any employees of the Arbitration Firm, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either Party may initiate arbitration with respect to the matters submitted to mediation and by filing a written demand for arbitration are established at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the exclusive procedures for resolution case. The provisions of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 this Section may be brought in enforced by any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will and the Party seeking enforcement shall be entitled to specific performance an award of all costs, fees and injunctive and other equitable relief in case of any breach or attempted breachexpenses, and agrees not including attorneys fees, to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, paid by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedyParty against whom enforcement is ordered.

Mediation and Arbitration. (aThe Parties agree that, except as otherwise ------------------------- set forth in Section 22.1 above or Section 22.2(d) Employer and Manager hereby state their mutual desire for below, any dispute concerning a legally cognizable dispute, ------------ --------------- controversy or claim arising out of or relating to this Agreement Agreement, the Tech Transfer Agreement, or in connection the Quality Agreement, or the breach, termination, or invalidity thereof, shall be resolved * Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the employment Securities and Exchange Commission. The omitted portions of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competitionthis exhibit have been filed separately with the SEC. through mediation and binding arbitration. If a dispute arises between the Parties, and conversion (“Legal Dispute”), to if such dispute cannot be resolved amicably, if possible, and without the need for litigation. (bpursuant to Section 22.2(a) Based on this mutual desire, in the event a Legal Dispute arisesabove, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute Parties agree to try in good faith to --------------- resolve such dispute by mediation under the auspices of administered by the American Arbitration Association (“AAA”unless otherwise agreed in writing by the Parties) in accordance with its Commercial Mediation Rules (unless otherwise agreed in writing by the Parties). If efforts at mediation are unsuccessful within [*] days, any unresolved controversy or claim between the Parties shall be resolved by binding arbitration administered by the American Arbitration Association (unless otherwise agreed in writing by the Parties) in accordance with its Commercial Arbitration Rules (unless otherwise agreed in writing by the Parties), except as modified herein. Each Party shall select one arbitrator and pursuant the two (2) arbitrators so selected shall choose a third arbitrator to resolve the dispute. A reasoned arbitration decision shall be rendered in writing within [*] months of the conclusion of arbitration and shall be binding and not be appealable to any court in any jurisdiction. The prevailing Party may enter such decision in any court having competent jurisdiction. Unless otherwise mutually agreed upon by the Parties, the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration proceedings shall be conducted at the method location of final the Party not originally requesting the resolution of the Legal Disputedispute (the "Non-Requesting Party"), and, if -------------------- the Non-Requesting Party is Immunex, then the location shall be, at Immunex's option, Seattle, Washington, or Los Angeles, California, or such other location as may be agreed in writing by the Parties and, if the Non-Requesting Party is Genentech, then the location shall be, at Genentech's option, San Francisco, California, or such other location as may be agreed in writing by the Parties. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge Parties agree that failure to comply with this provision they shall entitle share equally the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions cost of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallasfiling and hearing fees, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following and the date the submitting party became aware cost of the conduct constituting the alleged claimsmediator/arbitrator. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal DisputeEach Party must bear its own attorneys' fees and associated costs and expenses. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. Upon the request of any party (a) Employer and Manager hereby state their mutual desire for hereinafter referred to as a "Party"), whether made before or after the institution on any legal proceeding, any dispute concerning a legally cognizable claim among the Parties hereto in any way arising out of this Agreement of, related to or in connection with the employment of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion this Agreement (“Legal hereinafter a "Dispute”"), to shall be resolved amicably, if possible, and without in accordance with the need for litigation. terms of this Section (b) Based on this mutual desire, in hereinafter the event "Arbitration Program"). If a Legal Dispute arisesbetween the Parties cannot be resolved through negotiation, the parties shall utilize Parties agree first to try in good faith to settle the following protocol: (i) The parties shall first submit the Legal Dispute to by mediation under the auspices of administered by the American Arbitration Association (“"AAA”") under its Commercial Mediation Rules before resorting to arbitration. The mediator's fees, as well as other fees and pursuant expenses related to the mediation rules and procedures promulgated (excluding attorneys' fees), shall be paid by the AAA. (ii) Party requesting mediation. Mediation proceedings hereunder shall be conducted where agreed to in writing by the Parties or, in the absence of such agreement in Phoenix, Arizona or the corporate headquarters of Acquiror if other than Phoenix, Arizona as set forth in the most recent securities filing of Acquiror. In the event mediation is unsuccessful in fully resolving the Legal DisputeParties are unable to resolve a Dispute through mediation, it shall then be submitted to and resolved by binding arbitration administered by the AAA in accordance with the terms of this Arbitration Program and the Commercial Arbitration Rules of the AAA. In the event of any inconsistency between this Arbitration Program and those rules or statutes, then the terms of this Arbitration Program shall control. A Party may release or settle with one or more liable persons as the Party deems fit without releasing or impairing rights to proceed against any persons not so released. All statutes of limitation that would otherwise be applicable shall apply to any arbitration proceeding. All Disputes shall be decided in accordance with applicable law. Any Dispute wherein the method claim or amount in controversy does not exceed $100,000, shall be decided by a single arbitrator (who shall have authority to render a maximum award of final resolution $100,000 including all damages of any kind, costs, and fees, including attorney's fees). Any Dispute in which the Legal Disputeamount in controversy exceeds $100,000 shall be decided by a majority vote of three arbitrators. The parties expressly waive their rights arbitrators may grant any remedy or relief within the scope of this Arbitration Program and this Agreement. The arbitrators may also grant such ancillary relief as is necessary to bring action against one another make effective the award. In all arbitration proceedings, the arbitrators shall make specific and written findings of fact and conclusions of law. In arbitration proceedings in which the amount in controversy exceeds $100,000, in the aggregate, the Parties shall have in addition to the statutory right to seek vacation or modification of any award pursuant to applicable law, the right to seek vacation or modification of any award that is based in whole, or in part, on a incorrect or erroneous ruling of law by appeal to an appropriate court having jurisdiction; provided, however, that any such application for vacation and modification of any award based on an incorrect ruling of law must be filed in a court having jurisdiction over the Dispute within 15 days from the date the award is rendered. The arbitrators' findings of fact shall be binding on all Parties and shall not be subject to further review except as otherwise allowed by a court of law. To the maximum extent practicable, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision an arbitration proceeding hereunder shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions be concluded within 180 days of the breaching partyfiling of the Dispute with AAA. Any Legal Dispute submitted to Arbitration proceedings hereunder shall be under conducted where agreed to in writing by the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in DallasParties or, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver absence of such agreement in Phoenix, Arizona or the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established corporate headquarters of Acquiror if other than Phoenix, Arizona as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in the most recent securities filing of Acquiror. The provisions of this Agreement Arbitration Program shall operate survive any termination, amendment, or expiration of the Documents, unless the Parties otherwise expressly agree in writing making specific reference to this Arbitration Program. To the extent permitted by applicable law, the arbitrator(s) shall have the power to award recovery of all costs and fees (including attorney's fees, administrative fees, and arbitrator's fees) to the prevailing Party. This Arbitration Program may be amended, changed, or modified only by a writing which specifically refers to this Arbitration Program and which is signed by all the Parties. If any term, covenant, condition or provision of the Arbitration Program is found to be unlawful or invalid or unenforceable, such illegality or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of this Arbitration Program, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as a waiver thereof if the illegal, invalid or unenforceable part had not been included. Each Party agrees to keep all Disputes and arbitration proceedings, including any awards or decisions, strictly confidential, except for disclosures of any other right information required in the ordinary course of business of the Parties or remedy and no single by applicable law or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedyregulation.

Mediation and Arbitration. (a) Employer and Manager hereby state their mutual desire for The Parties will attempt in good faith to promptly resolve any dispute concerning a legally cognizable dispute, controversy or claim arising out of from or relating to this Agreement or in connection with the employment of Manager by Employerbreach thereof (collectively, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (the “Legal Dispute”), by negotiations between applicable representatives, who have authority to settle the Dispute. A meeting to resolve the Dispute directly between the Parties shall take place in person, or be conducted telephonically, within ten (10) business days after demand is made by any Party (the “Initiating Party”) raising a Dispute. If good faith negotiations as to the Dispute are unsuccessful, the Parties shall engage in non-binding third-party mediation (“Mediation”); provided, however, that no Party is required to mediate any Dispute in case of irreparable loss or damage. The Initiating Party shall compile a list of three (3) mediators and send it to the other Party (“Responding Party”). Within ten (10) business days, the Responding Party shall select one of these three (3) mediators or send a new list of three (3) mediators to the Initiating Party. If the Parties cannot agree on a mediator, then each side shall select one person from their respective lists, and those two selected persons shall determine an acceptable mediator. The Parties shall share equally the costs of the Mediation. The mediator shall hold meetings, as appropriate, to resolve the Dispute and shall provide opportunity to the Parties to be resolved amicably, if possible, present and without the need for litigation. (b) Based on this mutual desire, to participate in the event a Legal Mediation and be represented by counsel. Any Dispute arises, the parties shall utilize the following protocol: (i) not resolved by good faith negotiation or Mediation may then be submitted to binding arbitration. The parties shall first Parties agree to submit the Legal Dispute to mediation under the auspices of binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and pursuant to judgment on the mediation rules and procedures promulgated award rendered by the AAA. (ii) In arbitrator may be entered in any court having jurisdiction thereof. The Parties agree that the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Disputeheld in Miami-Dade County, Florida or may be held elsewhere upon mutual written agreement. The parties expressly waive their rights Nothing herein contained shall bar a Party’s right to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to seek and obtain injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” in accordance with applicable law against actual and/or threatened conduct that will cause such Party irreparable loss or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texasdamage. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the President’s employment, or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or locale statue, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Company from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Sections 7, 8, and 9 of this Agreement. (a) Employer and Manager hereby state their mutual desire for any dispute concerning In the event that a legally cognizable party wishes to initiate ADR, a Mediation Notice must be served on the other party within 6 months from the date on which the claim arising out of this Agreement or arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in connection accordance with the employment Employment Mediation Rules of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigationAmerican Arbitration Association. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event that mediation is unsuccessful in fully resolving the Legal Disputeand arbitration is initiated, binding arbitration it shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be conducted under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time Disputes of the Legal Dispute is submitted for resolutionAmerican Arbitration Association. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation There shall be a single arbitrator to be agreed upon by the parties, provided no later than three hundred sixty-five (365that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator. The arbitration proceedings shall be heard by the arbitrator(s) calendar days following and the date the submitting party became aware decision of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver arbitrator, or of a majority of the claim made in panel if one has been selected, shall be final and binding on the Legal Dispute. (d) Notwithstanding that mediation and parties. Judgment upon the arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 award may be brought entered in any court of competent jurisdiction. . An Arbitration Notice must be served on the other party within one (e1) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breachyear from the date on which the claim arose, and agrees not failure to use as bring such a defense that claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any party has an adequate remedy at lawfurther proceedings in any forum with respect to it. This Agreement All mediation and arbitration proceedings shall be enforceable conducted in a court of equityBangor, or other tribunal with jurisdictionMaine, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted unless the parties otherwise agree in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedywriting.

Mediation and Arbitration. (a) Employer and Manager Executive hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager Executive by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ ' compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“"Legal Dispute”"), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“"AAA”") and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final financial resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “"National Rules for the Resolution of Employment Disputes,” " or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer and Manager Executive hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager Executive by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ ' compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“"Legal Dispute”"), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“"AAA”") and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “"National Rules for the Resolution of Employment Disputes,” " or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer and Manager Executive hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager Executive by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. In the event a dispute shall arise between the parties to this agreement, the parties agree to participate in at least eight (a) Employer 8) hours of mediation in accordance with the mediation procedures of Judicial Arbitration and Manager hereby state their Mediation Services, Inc. (“JAMS). The mediation shall be administered by JAMS before a mediator in Los Angeles, California under the then applicable JAMS rules. In the event that the parties cannot reach a mutual desire for understanding through mediation, or should either party fail to comply with the mediation agreement, Sublessor and Sublessee waive the right to resolve any such dispute concerning through a legally cognizable trial by jury. Any controversy or claim arising out of or relating to this Agreement or agreement, that cannot be resolved under mediation, shall be settled by binding arbitration in connection accordance with the employment commercial rules then obtaining of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competitionJAMS, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without judgment upon the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 award rendered may be brought entered in any court of competent jurisdiction. (e) Each having jurisdiction thereof. In addition, the party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will which prevails in such dispute shall be entitled to specific performance its reasonable attorneys' fees and injunctive and other equitable relief in case of any breach or attempted breachexpenses related to such action, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to all other recovery or relief. A party shall be deemed to have prevailed in any such action (without limiting the generality of the foregoing) if such action is dismissed upon the payment by the other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or party of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof the sums allegedly due or the exercise performance of obligations allegedly not complied with, or if such party obtains substantially the relief sought by it in the action, irrespective of whether such action is prosecuted to judgment. Attorneys' fees shall include, without limitation, fees incurred in discovery, contempt proceedings, and bankruptcy litigation. The non-prevailing party shall also pay the attorneys' fees and costs incurred by the prevailing party in any other right or remedy.post-judgment proceedings to collect and enforce the judgment. The covenant in the preceding sentence is separate and several and shall survive

Mediation and Arbitration. 13.1 Any controversy or claim against any party or arising from, out of or relating to this Agreement, the breach thereof (ahereinafter referred to as “Claims”) Employer and Manager hereby state their mutual desire (except for any claimed breach of any non-competition, non-solicitation and non-disclosure covenants) shall be submitted to an impartial mediator selected jointly by the affected parties. In the event a party otherwise requires injunctive relief to prevent irreparable harm or other remedy as a practical matter only available from a court, such party may file an action in the courts as provided herein to obtain such remedy and maintain the status quo pending final resolution. Accordingly, the parties hereby agree that at least twenty (20) days before making a demand for binding arbitration as provided hereunder, a party with a dispute concerning of any sort shall deliver to the opposing party a legally cognizable claim arising out written proposal outlining such Claim and any proposal such party cares to make for nonbinding mediation as a means of this Agreement resolving such dispute. Parties are free to accept or in connection with reject any such procedure and make counterproposals of their own. In the employment event the affected parties are unable to agree upon a mediator and/or a mediation procedure within twenty (20) days of Manager by Employerthe initial demand for mediation, then either party may submit a request for mediation to the American Arbitration Association (hereinafter referred to as “AAA”) or to the Judicial Arbitration and Mediation Services, Inc. (hereinafter referred to as “JAMS”) and the mediator shall proceed under the rules of AAA or JAMS, respectively, including, but not limited to, claims the appointment of a mediator. All the involved parties shall attend a mediation conference in Atlanta, Georgia and attempt to resolve any claims. The parties to the mediation shall equally bear the costs of the mediation, including without limitation, the fees of the mediator and of the related costs and administrative expenses. Each party shall bear its respective attorneys’ fees and expenses and any related expense incurred in the presentation of that Party’s case. Should any party fail to comply with the requirement of proposing nonbinding mediation before demanding arbitration, the arbitrator shall order such party to submit to non-binding mediation under terms decided by the arbitrator before allowing the case to proceed unless the arbitrator determines in its discretion that non-binding mediation would serve no purpose. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 13.2 The parties hereby agree that if the parties are unable to resolve all Claims, any unresolved Claims, including any dispute as to whether a matter constitutes a Claim, shall be determined by final and binding arbitration. The parties shall submit the Claim to final and binding arbitration in Atlanta, Georgia, in accordance with the rules for Expedited Arbitration Procedures of AAA or JAMS, respectively, or other generally recognized and reputable arbitration service, as may be mutually agreed on a case by case basis in good faith by the parties by an experienced business law arbitrator licensed to practice law in the State of Georgia in accordance with said Procedures (or other applicable rules, except as herein specified). The arbitrator shall be selected as provided by the applicable Procedures. 13.3 A demand for arbitration shall be made within a reasonable time after the Claim has arisen and termination of unsuccessful mediation efforts. In no event shall the demand for arbitration be made after the date when institution of legal and/or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Each party to the arbitration will be entitled to be represented by counsel and will have the opportunity to take one deposition of an opposing party or witness before the arbitration hearing. By mutual agreement of the Parties, additional depositions may be taken. Further discovery may be ordered by the arbitrator upon a Party’s showing of a particular need for such discovery. The arbitrator shall have the authority to hear and grant a motion to dismiss and/or for summary judgment, applying the standards governing such motions under the Federal Rules of Civil Procedure. Each party shall have the right to subpoena witnesses and documents for the arbitration hearing. A court reporter shall record all arbitration proceedings. In his deliberation, analysis and decision, the arbitrator shall apply the applicable rules and principles of law to all issues, including without limitation, to the interpretation and construction of contractual obligations, the breach of contractthereof, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competitionthe remedies available therefore, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need liability for litigation. (b) Based on this mutual desire, in damages pursuant thereto. In the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to requires injunctive relief to enjoin prevent irreparable harm or other remedy as a practical matter only available from a court, such party may file an action in the actions courts as provided herein to obtain such remedy, but any such court will immediately stay any further proceedings and refer the matter to binding arbitration. 13.4 With respect to any Claim brought to arbitration hereunder, any party shall be entitled to recover whatever damages would otherwise be available to it in any legal proceeding based upon the federal and/or state law applicable to the Claim. The arbitrator shall be authorized to award damages in addition to injunctive relief. THE PARTIES HERETO WAIVE ANY CLAIM TO EXPECTANCY DAMAGES AND PUNITIVE DAMAGES UNDER THIS AGREEMENT AND WITH REGARD TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. Furthermore, the arbitrator may award attorneys’ fees and costs in its sole discretion and without regard to any substantive or procedural restriction on the amount of such award under Georgia or other applicable law. The decision of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 arbitrator may be brought entered and enforced in any court of competent jurisdiction. Each party shall pay the fees of their respective attorneys (except as otherwise awarded by the arbitrator), the expenses of their witnesses and any other expenses connected with presenting their cases. Other costs, including the fees of the mediator, the arbitrator, the cost of any record or transcript of the arbitration, and administrative fees, shall be borne equally by the parties involved. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 13.5 No party shall be required to post a bond before obtaining injunctive relief. To the extent resolution of a dispute may require inspection of proprietary information of either Party, on the request of a party desiring protection of its rights, the arbitrator may order in camera inspection of the proprietary information and limit disclosure to the other party in such a way as to provide maximum protection for such Party’s proprietary rights. 13.6 Should any party pursue any dispute or matter covered by this Paragraph 13 by any method other than said mediation and arbitration (e) Each other than to enforce restrictive covenants to preserve the status quo pending mediation and arbitration), the other party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will shall be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breachrecover from the first party all damages, costs, expenses, and agrees not to use attorneys’ fees incurred as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court result of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedysuch action.

Mediation and Arbitration. (a) Employer and Manager Executive hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager Executive by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ ' compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“"Legal Dispute”"), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“"AAA”") and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “"National Rules for the Resolution of Employment Disputes,” " or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar calender days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer and Manager hereby state their mutual desire for In the event the parties are unable to resolve any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager hereunder by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arisesnegotiation by executives, the parties shall utilize agree first to try in good faith to settle the following protocol: (i) The parties shall first submit the Legal Dispute to dispute by mediation under the auspices of administered by the American Arbitration Association (“the "AAA”") under its Commercial Mediation Rules. In the event the parties are unable to resolve any dispute arising hereunder by mediation, either party (the "claimant") may give written notice to the other (hereinafter "respondent") of its intention to arbitrate, which notice shall contain a statement setting forth the nature of the dispute, the amount involved, if any, and the remedy sought, and file with the Atlanta office of the AAA three copies of the notice and three copies of the arbitration provisions of this Agreement, together with the appropriate filing fee as provided in the AAA Commercial Rules. The AAA shall give notice of such filing to the respondent which may file an answering statement in duplicate with the AAA within ten days after notice from the AAA, in which event the respondent shall at the same time send a copy of the answering statement to the claimant. If a counterclaim is asserted, it shall contain a statement setting forth the nature of the counterclaim, the amount involved, if any, and the remedy sought. If a counterclaim is made, the appropriate fee shall be forwarded to the AAA with the answering statement. If no answering statement is filed within the stated time, it will be treated as a denial of the claim. Failure to file an answering statement shall not operate to delay the arbitration. The AAA Commercial Arbitration Rules, as modified or revised by the provisions herein, shall govern these proceedings. The arbitration shall be conducted by a single arbitrator selected pursuant to Rule 13 thereof. The arbitration conducted by the AAA pursuant to this Agreement shall be binding on the parties. Any award rendered by the arbitrators pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration procedure provided above shall be final and binding on the method parties. Such award shall be enforceable under the Federal Arbitration Act and applicable state law. Judgment on such award may be entered by either party in any court having jurisdiction. The provisions hereof shall be a complete bar and defense to any suit, action or proceeding instituted in any court or before any administrative tribunal with respect to any dispute or controversy arising out of final resolution of or in connection with this Agreement. The arbitration provisions hereof shall, such dispute or controversy, survive the Legal Disputetermination or expiration hereof. The parties expressly waive shall each bear all of their rights to bring action against one another in a court of lawrespective arbitration costs and expenses; provided, except as expressly provided in subsection (d). The however, that the disputing parties hereto acknowledge that failure to comply with this provision shall entitle share the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions costs and expenses of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texasarbitrator. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer and Manager hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs Section 6, 7, 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs Section 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Mediation and Arbitration. (a) Employer and Manager Executive hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager Executive by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ ' compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“"Legal Dispute”"), to be resolved amicably, if possible, and without the need for litigation. (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol: (i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“"AAA”") and pursuant to the mediation rules and procedures promulgated by the AAA. (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “"National Rules for the Resolution of Employment Disputes,” " or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas. (c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute. (d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs Section 5, 6, 7, 7 or 8 or 9 may be brought in any court of competent jurisdiction. (e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs Section 5, 6, 7, 7 or 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.