Common use of Mediation/Arbitration Clause in Contracts

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.,

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14. 37.1 If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent Parties are unable to resolve the a dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant relating to this SectionAgreement in accordance with the Section entitled “Dispute Resolution,” the Parties will in good faith attempt to resolve such dispute through non-binding mediation. Such arbitration The mediation shall be conducted before a panel mediator acceptable to both sides, who shall be an attorney or retired judge practicing in the areas of banking and/or information technology law. The mediation shall be held In Charlotte, N.C., provided, however, a dispute relating to infringement of Intellectual Property Rights or the Section entitled “Confidentiality and Information Protection” shall not be subject to this Section entitled “Mediation/Arbitration.” 37.2 Any controversy or claim, other than those specifically excluded, between or among the Parties not resolved through mediation under the preceding provision, shall at the request of a Party be determined by arbitration. The arbitration shall be conducted by one independent arbitrator who shall be an attorney or retired judge practicing in the areas of banking and/or Information technology law. The arbitration shall be held in Charlotte, N.C. in accordance with the United States Arbitration Act (9 U.S.C. 1 et seq.), notwithstanding any choice of law provision in this Agreement, and under the auspices and the Commercial Arbitration Rules of the American Arbitration Association. 37.3 Consistent with the expedited nature of arbitration, each Party will, upon the written request of the other Party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing Party may rely in support of or in opposition to any claim or defense. At the request of a Party, the arbitrator shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) arbitrators in Tampa, Florida, in accordance per Party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the National Rules permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours duration. All objections are reserved for the Resolution of Employment Disputes arbitration hearing except for objections based on privilege and proprietary or confidential information. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, which determination shall be conclusive. All discovery shall be completed within sixty (60) calendar days following the appointment of the American Arbitration Association ("AAA") then arbitrator. 37.4 The arbitrator shall give effect to statutes of limitation in effect provided that the parties may agree to use arbitrators other than those provided determining any claim, and any controversy concerning whether an issue is arbitrable shall be determined by the AAAarbitrator. The arbitrators arbitrator shall not have follow the authority to add tolaw in reaching a reasoned decision and shall deliver a written opinion setting forth findings of fact, detract from, or modify any provision hereof nor to award punitive damages to any injured partyconclusions of law and the rationale for the decision. The arbitrators arbitrator shall have reconsider the authority decision once upon the motion and at the expense of a Party. The Section of this Agreement entitled “Confidentiality and Information Protection” shall apply to order back-paythe arbitration proceeding, severance compensationall evidence taken, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensationarbitrator’s opinion, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel which shall be final and bindingConfidential Information of both Parties. Judgment upon the decision rendered by the arbitrator may be entered on the arbitrators' award in any court having jurisdiction. 37.5 No provision of this Section shall limit the right of a Party to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration. The direct expense exercise of any mediation a remedy does not waive the right of either Party to resort to arbitration. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of either Party to submit the controversy or claim to arbitration proceeding and, to if the extent Executive prevails, all reasonable legal fees shall be borne by the Companyother Party contests such action for judicial relief.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 1415. If any party hereto desires to make any claim arising out of the subject matter of this Agreement Agreement, including claims under state or federal law related to the terms and conditions, or termination of employment ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may may, at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaPortland, FloridaOregon, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect effect, provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may may, at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaPortland, FloridaOregon, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect effect, provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaSan Jose, FloridaCalifornia, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured partyhereof. The arbitrators shall have the authority to order all remedies otherwise available in a civil court, including, without limitation, back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectivelyherein, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. The arbitration shall be conducted consistent with all applicable law, and the arbitration award shall be in writing, in a form capable of review if required by applicable law. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 17. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or paragraph 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph 17. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaSan Jose, FloridaCalifornia, in accordance with the National Employment Arbitration Rules for the Resolution of Employment Disputes and Mediation Procedures of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured partyhereof. The arbitrators shall have the authority to order all remedies otherwise available in a civil court, including, without limitation, back-pay, severance compensation, vesting of options stock-based compensation (or cash compensation in lieu of vesting of optionsstock-based compensation), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectivelyherein, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. The arbitration shall be conducted consistent with all applicable law, and the arbitration award shall be in writing, in a form capable of review if required by applicable law. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of Notwithstanding any other provisions in this Agreement to the contrary: (a) In the event of any dispute under this Agreement, such dispute shall be resolved by mediation and arbitration as set forth in this Section 14herein provided. If any Accordingly, the aggrieved party hereto desires to make any claim arising out will give notice of this Agreement ("Claimant"), then such party shall first deliver the dispute to the other party and both parties will attempt to settle the dispute during the thirty ("Respondent"30) written notice day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty ("Claim Notice"60) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt day period following expiration of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediatorthirty (30) day period. If Claimant and Respondent are unable such mediation fails to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondentdispute, the parties agree such dispute set forth in the Claim Notice shall will be submitted to final and binding arbitration (except for claims arising out in accordance with the rules of Sections 3 or 7 hereof), initiated JAMS/ENDispute by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators arbitrators. Unless otherwise directed by the arbitration panel, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. Any mediation or arbitration conducted hereunder will be conducted in Tampa, Florida, in accordance with . The costs of mediation (including the National Rules for mediator’s fees and expenses and costs directly related to the Resolution of Employment Disputes conduct of the American Arbitration Association ("AAA"mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible) then in effect provided that the parties may agree to use arbitrators other than those provided will be shared equally by the AAA. The arbitrators shall not have the authority parties. (b) If any party hereto resorts to add to, detract from, or modify any provision hereof nor arbitration to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting remedy a breach of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon the prevailing party in the event arbitration, in addition to any other remedies available under this Agreement or by law, may collect all or a portion of its reasonable attorney fees and other costs and expenses of arbitration at the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority discretion of the arbitration panel panel, who shall consider both the reasonableness of the attorney fees and other costs and the relative merits of each party’s position. (c) Notwithstanding anything contained herein to the contrary, Buyer shall be final and binding. Judgment may be entered on the arbitrators' award in entitled to pursue all equitable remedies available to it without regard to this Section 9.17 for any court having jurisdiction. The direct expense violation or threatened violation of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the CompanySection 5.2 hereof.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.Arbitration

Mediation/Arbitration. All disputes (i) The Company and the Executive shall mediate any claim or controversy arising out of or relating to this Agreement shall be resolved as set forth in this Section 14. If or any party hereto desires to make any claim arising out breach thereof if either of this Agreement ("Claimant"), then such party shall first deliver them requests mediation and gives written notice to the other party (the "Respondent") written notice ("Claim Mediation Notice"). Any notice given pursuant to the preceding sentence shall include a brief statement of the claim or controversy. If the Company and the Executive do not resolve the claim or controversy within five (5) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Mediation Notice, the Company and may at the request of either party, utilize the services of Executive shall then use reasonable efforts to agree upon an independent mediator. If Claimant the Company and Respondent are unable to resolve the dispute in writing Executive do not agree upon an independent mediator within ten (10) business days from after the date negotiations beganof the Mediation Notice, either party may request that JAMS/Endispute ("JAMS"), or a similar mediation service of a similar national scope if JAMS no longer then without exists, appoint an independent mediator. The Company and the necessity Executive shall share the costs of further agreement mediation equally and shall pay such costs in advance upon the request of Claimant the mediator or Respondentany party. Within ten (10) days after selection of the mediator, the mediator shall set the mediation. If the Company and the Executive do not resolve the dispute within thirty (30) days after the date of the Mediation Notice, the dispute shall be decided by arbitration as set forth in the Claim Notice shall be submitted to binding arbitration below. (except for claims ii) Any claim or controversy arising out of Sections 3 or 7 hereof), initiated relating to this Agreement or any breach thereof shall be settled by either Claimant arbitration if such claim or Respondent controversy is not settled pursuant to this Sectionmediation as set forth above. Such The venue for any such arbitration shall be conducted before a panel of three (3Dallas, Texas, or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under this Section 6(h)(ii) arbitrators in Tampa, Florida, shall be undertaken in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "AAA") then in effect force. Only individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties may hereto agree to use arbitrators other than those provided by that the AAA. The arbitrators arbitrator shall not have the authority to add to, detract from, or modify any provision hereof nor be empowered to award punitive damages against any party to any injured partysuch arbitration. The arbitrators arbitrator shall have require the authority non-prevailing party to order back-paypay the arbitrator's full fees and expenses or, severance compensationif in the arbitrator's opinion there is no prevailing party, vesting the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of options (or cash compensation in lieu of vesting of optionsthis Agreement pursuant to this Section 16(h)(ii), vesting the non-prevailing parties shall be required to pay the reasonable attorneys' fees and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as expenses of the effective date prevailing parties, except that if in the opinion of the termination of Executivecourt or arbitrator deciding such action there is no prevailing party, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, each party shall pay its own attorneys' fees and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Companyexpenses.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising a) Employee and the Company agree that any Arbitrable Claims that arise between them will be submitted first to mediation and then to binding arbitration. Employee and the Company further agree that neither of them will commence any demand for arbitration without first submitting a formal written demand to the other Party for mediation of the dispute. When such a demand is made, the dispute will be submitted to mediation before a mutually agreeable mediator in the Los Angeles area. The cost of the mediation shall be borne equally by the Parties. b) Any controversy, dispute or claim between the Parties which may arise from, out of, or relate to this Agreement, or its subject matter or the Addendums, including the validity, enforceability, construction or application of any of the terms, provisions, or conditions of this Agreement or the arbitrability of any such matter (collectively referred to herein as "Arbitrable Claims") shall be resolved as set forth in this Section 14. If any party hereto desires submitted: (i) first to make any claim arising out of this Agreement ("Claimant"Mediation under Paragraph 10(a), and if it is not resolved through Mediation, then (ii) to final and binding arbitration in Los Angeles, California, or such party other location as the Parties shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object mutually agree in writing to under the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes auspices of the American Arbitration Association ("AAA") then ). The Parties agree that neither of them may initiate in effect provided any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any nature whatsoever arising out of or related to this Agreement before any court, tribunal, or administrative agency against the other Party, and that they each acknowledge that their agreement to the parties may mediation/arbitration provisions under this Paragraph 10 shall constitute an effective waiver of any right to have any Arbitrable Claims determined by judge or jury. The Parties further agree to use arbitrators other than those provided be bound by the AAAEmployment Dispute Resolution Rules of AAA ("Rules") and that all Arbitrable Claims will be heard by the AAA pursuant to those Rules. The arbitrators shall not have Parties further agree that in the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce event this Agreement, or any part thereof is not enforceable, all other provisions shall remain in force. c) The arbitrator shall have jurisdiction to determine all Arbitrable Claims and interest thereon may grant any relief authorized in law or equity for such claim. However, the event arbitrator may not modify or change the arbitrators determine that Executive was terminated without disability terms of this Agreement or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or the Addendums. The Parties agree that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel arbitrator shall not be final appealable and binding. Judgment that judgment upon an award rendered by the arbitrator may be entered on the arbitrators' award for enforcement in any court having of competent jurisdiction. The direct expense All Arbitrable Claims must be submitted to mediation within thirty (30) days of the date such claim first arose to be arbitrable. d) Except as otherwise stated above, neither Party may initiate in any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any mediation nature whatsoever arising out of or arbitration proceeding andrelated to this Agreement or the Addendums before any court, to tribunal or administrative agency against the extent Executive prevailsother Party. A Party who initiates litigation or asserts Arbitrable Claims in any court or before any tribunal or administrative body, shall pay all reasonable legal attorneys' fees shall be borne and costs incurred by the Companyopposing Party in defending such litigation and/or claims.

Mediation/Arbitration. All disputes arising a) Xx. Xxxx and the Company agree that any Arbitrable Claims that arise between them will be submitted first to mediation and then to binding arbitration. Xx. Xxxx and the Company further agree that neither of them will commence any demand for arbitration without first submitting a formal written demand to the other Party for mediation of the dispute. When such a demand is made, the dispute will be submitted to mediation before a mutually agreeable mediator in the Los Angeles area. The cost of the mediation shall be borne equally by the Parties. b) Any controversy, dispute or claim between the Parties which may arise from, out of, or relate to this Agreement, or its subject matter or the Addendums, including the validity, enforceability, construction or application of any of the terms, provisions, or conditions of this Agreement or the arbitrability of any such matter (collectively referred to herein as "Arbitrable Claims") shall be resolved as set forth in this Section 14. If any party hereto desires submitted: (i) first to make any claim arising out of this Agreement ("Claimant"Mediation under Paragraph 8(a), and if it is not resolved through Mediation, then (ii) to final and binding arbitration in Los Angeles, California, or such party other location as the Parties shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object mutually agree in writing to under the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes auspices of the American Arbitration Association ("AAA") then ). The Parties agree that neither of them may initiate in effect provided any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any nature whatsoever arising out of or related to this Agreement before any court, tribunal, or administrative agency against the other Party, and that they each acknowledge that their agreement to the parties may mediation/arbitration provisions under this Paragraph 8 shall constitute an effective waiver of any right to have any Arbitrable Claims determined by judge or jury. The Parties further agree to use arbitrators other than those provided be bound by the AAAEmployment Dispute Resolution Rules of AAA ("Rules") and that all Arbitrable Claims will be heard by the AAA pursuant to those Rules. The arbitrators shall not have Parties further agree that in the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce event this Agreement, or any part thereof is not enforceable, all other provisions shall remain in force. c) The arbitrator shall have jurisdiction to determine all Arbitrable Claims and interest thereon may grant any relief authorized in law or equity for such claim. However, the event arbitrator may not modify or change the arbitrators determine that Executive was terminated without disability terms of this Agreement or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or the Addendums. The Parties agree that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel arbitrator shall not be final appealable and binding. Judgment that judgment upon an award rendered by the arbitrator may be entered on the arbitrators' award for enforcement in any court having of competent jurisdiction. The direct expense All Arbitrable Claims must be submitted to mediation within thirty (30) days of the date such claim first arose to be arbitrable. d) Except as otherwise stated above, neither Party may initiate in any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any mediation nature whatsoever arising out of or arbitration proceeding andrelated to this Agreement or the Addendums before any court, to tribunal or administrative agency against the extent Executive prevailsother Party. A Party who initiates litigation or asserts Arbitrable Claims in any court or before any tribunal or administrative body, shall pay all reasonable legal attorneys' fees shall be borne and costs incurred by the Companyopposing Party in defending such litigation and/or claims.

Mediation/Arbitration. All disputes arising out of The parties agree to attempt to resolve any dispute relating to this Agreement agreement by mediation, which shall be resolved as set forth conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in this Section 14mediation is a condition precedent to pursuing any other available legal or equitable remedy. If any Either party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver may commence the mediation process by providing written notice to the other party ("Respondent") written notice ("Claim Notice") party, setting forth the subject of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respondthe dispute and the relief requested. Respondent shall have ten (10) Within 10 business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of Objectionthe mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further agree that mediation proceedings are settlement negotiations, if anyand that all offers, Claimant promises, conduct and Respondent statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall immediately seek be entitled to resolve an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by good faith negotiations the party against whom enforcement is ordered. In the event that a dispute is not settled by mediation, the parties agree that the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding exclusively settled by arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated administered by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use arbitrators other than those provided by the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select an arbitrator. The place of arbitration shall be Chicago, Illinois. Each party shall, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The award of the arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision be accompanied by a majority of the arbitration panel shall be final and bindingreasoned opinion. Judgment on an arbitration award may be entered on in accordance with the arbitrators' award Federal Arbitration Act in in Cook County, Illinois. Either party may, notwithstanding the above, seek equitable relief in any proper court having jurisdiction. The direct expense in Cook County, Illinois to enjoin a breach or threatened breach of any mediation or arbitration proceeding and, obligations under this agreement that might cause irreparable harm without any requirement to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.post bond

Mediation/Arbitration. All disputes arising a) Xxx and the Company agree that any Arbitrable Claims that arise between them will be submitted first to mediation and then to binding arbitration. Xxx and the Company further agree that neither of them will commence any demand for arbitration without first submitting a formal written demand to the other Party for mediation of the dispute. When such a demand is made, the dispute will be submitted to mediation before a mutually agreeable mediator in the Los Angeles area. The cost of the mediation shall be borne equally by the parties. b) Any controversy, dispute or claim between the Parties which may arise from, out of, or relate to this Agreement, or its subject matter or the Addendums, including the validity, enforceability, construction or application of any of the terms, provisions, or conditions of this Agreement or the arbitrability of any such matter (collectively referred to herein as "Arbitrable Claims") shall be resolved as set forth in this Section 14. If any party hereto desires submitted: (i) first to make any claim arising out of this Agreement ("Claimant"Mediation under Paragraph 10(a), and if it is not resolved through Mediation, then (ii) to final and binding arbitration in Los Angeles, California, or such party other location as the Parties shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object mutually agree in writing to under the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes auspices of the American Arbitration Association ("AAA") then ). The Parties agree that neither of them may initiate in effect provided any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any nature whatsoever arising out of or related to this Agreement before any court, tribunal, or administrative agency against the other Party, and that they each acknowledge that their agreement to the parties may mediation/arbitration provisions under this Paragraph 10 shall constitute an effective waiver of any right to have any Arbitrable Claims determined by judge or jury. The Parties further agree to use arbitrators other than those provided be bound by the AAAEmployment Dispute Resolution Rules of AAA ("Rules") and that all Arbitrable Claims will be heard by the AAA pursuant to those Rules. The arbitrators shall not have Parties further agree that in the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce event this Agreement, or any part thereof is not enforceable, all other provisions shall remain in force. c) The arbitrator shall have jurisdiction to determine all Arbitrable Claims and interest thereon may grant any relief authorized in law or equity for such claim. However, the event arbitrator may not modify or change the arbitrators determine that Executive was terminated without disability terms of this Agreement or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or the Addendums. The Parties agree that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel arbitrator shall not be final appealable and binding. Judgment that judgment upon an award rendered by the arbitrator may be entered on the arbitrators' award for enforcement in any court having of competent jurisdiction. The direct expense All Arbitrable Claims must be submitted to mediation within thirty (30) days of the date such claim first arose to be arbitrable. d) Except as otherwise stated above, neither Party may initiate in any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any mediation nature whatsoever arising out of or arbitration proceeding andrelated to this Agreement or the Addendums before any court, to tribunal or administrative agency against the extent Executive prevailsother Party. A Party who initiates litigation or asserts Arbitrable Claims in any court or before any tribunal or administrative body, shall pay all reasonable legal attorneys' fees shall be borne and costs incurred by the Companyopposing Party in defending such litigation and/or claims.

Mediation/Arbitration. All disputes arising (a) If a dispute arises out of or relates to this Agreement Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association ("Association") under its Commercial Mediation Rules before resorting to arbitration or litigation pursuant to Section 11.10(b). The mediation shall take place in Los Angeles, California, at a place to be designated by the mediator. The fees, expenses and mediator compensation for such mediation shall be resolved borne equally by the parties. The mediation shall be treated as set forth confidential settlement discussions in accordance with applicable statutes and rules of evidence. The parties will consult with each other in good faith to select a qualified mediator within 15 days after either party notifies the other that a mediation under this Section 14provision is requested. If no mediator shall be mutually approved within such 15 day period, then the Association shall appoint promptly a qualified mediator with at least five years experience in comparable commercial transaction matters. The Association and the parties shall use their best efforts so that the mediation shall take place within 30 days after the Association receives a request for mediation. The mediation shall last for at least four hours, unless the mediator declares an impasse and adjourns the mediation sooner or all disputes are sooner resolved. The mediation may last longer or include mediation sessions if all parties and the mediator consent. (b) Subject to Section 11.10(a), any party hereto desires to make any controversy or claim arising out of or relating to this Agreement or the breach thereof, other than ("Claimant"), then such party shall first deliver i) a claim seeking injunctive relief or (ii) a controversy or claim with respect to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim amounts held under the Escrow Agreement which shall be governed by the Escrow Agreement, shall be settled by final and binding arbitration administered by the Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Noticecourt having jurisdiction thereof. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant controversy or Respondent, the dispute set forth in the Claim Notice claim shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated heard and determined by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators arbitrators, one of whom shall be selected by Seller, one by Buyer and the third by the first two. The arbitration shall take place in TampaLos Angeles, FloridaCalifornia, or in accordance with such other location as the National Rules for the Resolution of Employment Disputes parties shall agree in writing. Each of the American Arbitration Association ("AAA") then in effect provided parties to this Agreement waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense required of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.party with respect

Mediation/Arbitration. All disputes arising out of this This Agreement and all matters or issues collateral thereto shall be resolved as set forth in this Section 14governed by the internal, substantive law of California without regard to the conflicts of law provisions thereof. If any party hereto desires to make any controversy or claim arising out of or relating to this Agreement or the alleged breach of any term hereof cannot be settled through direct discussions, the parties agree first to endeavor to settle the controversy or claim by confidential mediation conducted in the County of Los Angeles and administered by JAMS or its successor ("ClaimantJAMS"). If a controversy or claim is not otherwise resolved through direct discussions or mediation, then such party it shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged be resolved by confidential arbitration conducted in the Claim Notice. Any Notice County of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim NoticeLos Angeles, and may at administered by JAMS in accordance with its Comprehensive Rules and Procedures, including the request of either party, utilize the services of an independent mediatorOptional Appeal Procedure. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such The arbitration shall be conducted held before a single neutral arbitrator; any appellate panel shall consist of three (3) arbitrators in Tampaneutral members. Upon conclusion of any arbitration proceedings hereunder, Florida, in accordance with the National Rules arbitrator shall render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAAany decision he or she has reached. The arbitrators arbitrator shall have the authority to grant any other equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a disputed matter, but shall not have the authority to add togrant any remedies the parties have waived. The parties agree to submit to the in personam jurisdiction of the Superior Court of the State of California for the county of Los Angeles and the United States District Court for the Central District of California for purposes of confirming any such award and entering judgment thereon. The parties hereto waive any and all objections that they may have as to jurisdiction or venue in any of the above courts. Notwithstanding the foregoing, detract fromeither party shall be entitled to seek emergency relief (unless otherwise precluded by any other provision of this Agreement) in the state and federal courts of Los Angeles County, prior to the appointment of an arbitrator, and without first resorting to mediation; provided, however, that no monetary relief of any kind may be sought or modify awarded pursuant to this injunctive relief provision. Notwithstanding the foregoing, Provider agrees that given the nature of the entertainment industry, and the irreparable damage to Producer, its licensees, successors and assigns that would result from delaying or preventing the exploitation of any provision hereof nor to award punitive damages program produced hereunder, under no circumstances may Provider be entitled to any injured party. The arbitrators shall have injunction (whether temporary, preliminary, permanent or otherwise) preventing Producer, its licensees, successors or assigns from exhibiting, exploiting, distributing or licensing the authority right to order back-payexhibit, severance compensationexploit, vesting of options (distribute or cash compensation in lieu of vesting of options), vesting and license the removal of restrictions on restricted stock and/or restricted stock units (Production or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Companyother program.

Mediation/Arbitration. All disputes (a) With the exception of matters for which a dispute resolution mechanism is prescribed in the Exchange Warrant, the Executive Warrant, and the Stockholders Agreement, the Company, Ardshiel, GEIM, GEIPP and Executive agree to submit to mediation any claim or controversy arising out of or relating to this Agreement shall be resolved as set forth in this Section 14. If or any party hereto desires to make breach thereof if any claim arising out of this Agreement ("Claimant"), then such party shall first deliver them requests mediation and gives written notice to the other party (the "Respondent") written notice ("Claim Mediation Notice"). Any notice given pursuant to the preceding sentence shall include a brief statement of the claim or controversy. If the parties do not resolve the claim or controversy within five (5) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Mediation Notice, and may at the request of either party, utilize the services of parties shall then use reasonable efforts to agree upon an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing parties do not agree upon an independent mediator within ten (10) business days from after the date negotiations beganof the Mediation Notice, either party may request that JAMS/Endispute ("JAMS"), or a similar mediation service of a similar national scope if JAMS no longer then without exists, appoint an independent mediator. The parties shall share the necessity costs of further agreement mediation equally and shall pay such costs in advance upon the request of Claimant the mediator or Respondentany party. Within ten (10) days after selection of the mediator, the mediator shall set the mediation. The pendency of a mediation, or the failure to initiate a mediation, shall not delay or prevent an action to enforce this Agreement pursuant to paragraph 5(b) below. (b) The parties hereto agree that any dispute set forth in the Claim Notice shall be submitted to binding arbitration regarding any aspect of this Agreement or any act that allegedly has or would violate any provision of this Agreement (except for claims arising out for violation of Sections 3 paragraphs 3, 8, 9, 10 or 7 Attachment B hereof)) will be submitted to arbitration in Dallas, initiated by either Claimant Texas, or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Floridasuch other location as the parties may mutually agree, in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA"), as the exclusive remedy for such claim or dispute. Only individuals who are (i) then lawyers engaged full-time in effect the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties may hereto agree to use arbitrators other than those provided by that the AAA. The arbitrators arbitrator shall not have the authority to add to, detract from, or modify any provision hereof nor be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event an action is brought to enforce the provisions of this Agreement pursuant to this paragraph 5(b), the non-prevailing party shall be required to pay the reasonable and necessary attorney's fees and expenses of the prevailing party, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses. The parties hereto agree that such arbitration will be confidential and no details, descriptions, settlements or other facts concerning such arbitration shall be disclosed or released to any injured partythird party without the specific written consent of the other party or parties unless required by law or court order or in connection with enforcement of any decision in such arbitration. The arbitrators shall have Notwithstanding the authority foregoing, Executive, the Company, Ardshiel, GEIM and GEIPP recognize that a violation of the non-competition and/or non-disclosure provisions of this Agreement and in Attachment B would cause irreparable harm to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting the Company and the removal Company is entitled to seek relief in court for any alleged violations of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensationsuch provisions. Executive, if any) thatthe Company, as Ardshiel, GEIM and GEIPP further recognize that a violation of the effective date non-disparagement provisions, and/or confidentiality provisions of the termination this Agreement would cause irreparable harm and each party is entitled to seek relief in court for any alleged violations of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce such provisions. Nothing in this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel Agreement shall be final and binding. Judgment may be entered on construed to limit the arbitrators' power of a court in appropriate circumstances under applicable rules or statutes to award sanctions or costs in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Companysuch action.

Mediation/Arbitration. All disputes arising For a period of thirty (30) days after ---------------------- any controversy or claim arises out of or relating to this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement Agreement, or the breach hereof (the "ClaimantPre-Arbitration Period"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim both parties shall, as their sole and exclusive remedy, attempt in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations to negotiate the dispute alleged in the Claim Notice, and may at the request resolution of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant such controversy or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionclaim. Such arbitration negotiations shall include submitting the controversy or claim to nonbinding mediation before a neutral third party. Mediation shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of and administered by the American Arbitration Association ("AAA") then in effect provided that under its rules and the costs thereof shall be shared equally by the parties may agree to use arbitrators such mediation. If any such controversy or claim remains unresolved after the expiration of the Pre-Arbitration Period, then Purchaser and Seller, as their sole and exclusive remedy, submit such controversy or claim for settlement to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, either party may, in a written notice delivered to the other than those provided party, demand such arbitration. Such notice shall designate the name of the arbitrator appointed by such party demanding arbitration, together with a statement of the matter in controversy; (ii) Within thirty (30) days after receipt of such demand, the other party shall, in a written notice delivered to the other party, name such party's arbitrator. If such party fails to name an arbitrator, then the second arbitrator shall be named by the AAA. The two arbitrators selected shall not have the authority to add to, detract fromname a third arbitrator within thirty (30) days, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options)such agreement on a third arbitrator by the two arbitrators so appointed, vesting the third arbitrator shall be appointed by the AAA; (iii) Each party shall bear its own arbitration costs and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensationexpenses. The arbitration hearing shall be held in Houston, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the AAA shall be used and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply; (iv) The arbitration panel hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this agreement shall be final and binding. Judgment binding on all parties to the proceeding and judgment on such award may be entered on by either party in a court of competent jurisdiction; and (v) The parties stipulate that the arbitrators' award provisions of this Section 10.14 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionof before any administrative tribunal with respect to any controversy or dispute arising out of this agreement. The direct expense arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this agreement. Neither any party hereto nor the arbitrators may disclose the existence or results of any mediation or arbitration proceeding and, hereunder without the prior written consent of the other party; nor will any party hereto disclose to any third party any confidential information disclosed by any other party hereto in the extent Executive prevails, all reasonable legal fees shall be borne by course of any arbitration hereunder without the Companyprior written consent of such other party.

Mediation/Arbitration. All disputes If a dispute, controversy, or claim arises out of or relates to this Agreement, its termination or non-renewal, or the alleged breach thereof, and if said dispute cannot be settled through direct discussions between the Parties, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation with an independent mediator selected by mutual agreement of the Parties. If the Parties are unable to agree on a mediator, mediation shall be administered by the American Arbitration Association under its Commercial Mediation Rules. If the matter has not been resolved through mediation within thirty (30) days of the commencement of such mediation (which period may be extended by mutual agreement in writing), then any unresolved dispute, controversy, or claim arising out of or relating to this Agreement, its termination or non-renewal, or the alleged breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration rules, and judgment upon the award rendered by the arbitrator, may be entered in the Iowa District Court for Polk County or any state or federal court having jurisdiction. The arbitration shall be conducted by a single arbitrator. The arbitration proceedings shall be governed by and conducted in accordance with Iowa Code Chapter 679A (1998), as amended from time to time, as supplemented by the Commercial Arbitration Rules of the American Arbitration Association, to the extent not inconsistent with Chapter 679A. The arbitrator shall allow each Party to conduct limited relevant discovery. The arbitrator shall have no authority to award punitive damages or any damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. All fees and expenses of the arbitration shall be borne equally by the Parties; provided, however, each Party shall bear the expenses of their respective counsel, experts, witnesses, and preparation and presentation of the arbitration matters. Any such arbitration shall be conducted in Polk County, Iowa, unless mutually agreed in writing by the Parties. The provisions of this Article of this Agreement shall survive the termination of this Agreement and shall be resolved a complete bar and defense to any suit, action or proceeding instituted in any court or tribunal with respect to any controversy or dispute which is arbitrable as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes (a) Prior to invoking the provisions of Section 7.6(b), any dispute arising out of or relating to this Agreement shall be resolved as set forth in this Section 14. If the following manner: (i) any party hereto desires to make may at any claim arising out of this Agreement ("Claimant"), then such party shall first time deliver to the other party others a written dispute notice setting forth a brief description of the relevant issue(s) ("Respondent"the “Disputed Issue(s)”); (ii) written during the thirty (30) day period following the delivery of the notice ("Claim Notice"the “Negotiation Period”) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt appropriate representatives of the Notice of Objection, if any, Claimant various parties will meet and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim NoticeDisputed Issue(s) through negotiation, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent (iii) if such representatives are unable to resolve the dispute in writing Disputed Issue(s) through negotiation, then within ten (10) business days from after the date negotiations began, then without Negotiation Period (the necessity of further agreement of Claimant or Respondent“Referral Period”), the parties will refer the Disputed Issue(s) to mediation. Should the parties fail to agree on a mediator within fifteen (15) days following the Referral Period, the District Court of Denver County, Colorado shall select the mediator to be used. The parties shall attend a mediation and attempt in good faith to mediate such dispute set forth in within thirty (30) days following the Claim Notice selection of a mediator. Notwithstanding the foregoing, the request by either party for preliminary or permanent injunctive relief shall not be subject to mediation and may be adjudicated by any jurisdiction where jurisdiction and venue are proper. (b) In the event not resolved pursuant to the provisions of Section 7.6(a), each of the Parties agrees that any claim, dispute or conflict arising from or connected with this Agreement shall be submitted to solely resolved by binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then Association; provided, however, that Purchaser may seek injunctive relief to protect or enforce its rights under this Agreement or any Transaction Document without first resorting to such arbitration. Any such arbitration shall be held in effect provided that the parties Denver, Colorado. Any arbitration award will be final and non-appealable, and judgment thereon may agree to use arbitrators other than those provided by the AAAbe entered in any court of competent jurisdiction. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators arbitrator shall have the authority to order back-paygrant any equitable and legal remedies, severance compensationexcept punitive damages, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall would be final and binding. Judgment may be entered on the arbitrators' award available in any court having jurisdictionjudicial proceeding. The direct expense of any mediation or arbitration proceeding andEACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, to the extent Executive prevailsTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, all reasonable legal fees shall be borne by the CompanyTRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

Mediation/Arbitration. All disputes arising out of The parties agree to attempt to resolve any dispute relating to this Agreement agreement by mediation, which shall be resolved as set forth conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in this Section 14mediation is a condition precedent to pursuing any other available legal or equitable remedy. If any Either party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver may commence the mediation process by providing written notice to the other party ("Respondent") written notice ("Claim Notice") party, setting forth the subject of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respondthe dispute and the relief requested. Respondent shall have ten (10) Within 10 business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of Objectionthe mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further agree that mediation proceedings are settlement negotiations, if anyand that all offers, Claimant promises, conduct and Respondent statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall immediately seek be entitled to resolve an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by good faith negotiations the party against whom enforcement is ordered. In the event that a dispute is not settled by mediation, the parties agree that the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding exclusively settled by arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated administered by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use arbitrators other than those provided by the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select an arbitrator. The place of arbitration shall be Chicago, Illinois. Each party shall, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The award of the arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision be accompanied by a majority of the arbitration panel shall be final and bindingreasoned opinion. Judgment on an arbitration award may be entered on in accordance with the arbitrators' award Federal Arbitration Act in in Xxxx County, Illinois. Either party may, notwithstanding the above, seek equitable relief in any proper court having jurisdiction. The direct expense in Xxxx County, Illinois to enjoin a breach or threatened breach of any mediation or arbitration proceeding and, obligations under this agreement that might cause irreparable harm without any requirement to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.post bond

Mediation/Arbitration. All (a) Except as provided in subsection (d) of this Section 13.14, the following provisions shall apply to disputes between Company and Executive arising out of this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires or related to make any claim arising out of either: (i) this Agreement ("Claimant"including any claim that any part of this agreement is invalid, illegal or otherwise void or voidable), then such party or (ii) the employment relationship that exists between Company and Executive: (1) The parties shall first deliver use their best efforts to discuss and negotiate a resolution of the dispute. (2) If efforts to negotiate a resolution do not succeed within 5 business days after a written request for negotiation has been made, a party may submit to the dispute to mediation by sending a letter to the other party requesting mediation. The dispute shall be mediated by a mediator agreeable to the parties or, if the parties cannot agree, by a mediator selected by the American Arbitration Association. If the parties cannot agree to a mediator within 5 business days, either party may submit the dispute to the American Arbitration Association for the appointment of a mediator. Mediation shall commence within 10 business days after the mediator has been named. ("Respondent"b) written notice In the event that a dispute between Company and Executive that has been submitted to mediation pursuant to subsection ("Claim Notice"a) of Claimant's intent to make this section 13.14 is not resolved within sixty (60) days after a written request for negotiation has been made, then, except as provided in subsection (d) of this Section 13.14, any such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent dispute shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing be resolved timely and exclusively by final and binding arbitration pursuant to the claim American Arbitration Association ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10“AAA”) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes (the “AAA Rules”). Arbitration must be demanded within ten (10) calendar days after the expiration of the American Arbitration Association sixty ("AAA"60) then in effect provided that the parties may agree day period referred to use arbitrators other than those provided by the AAAabove. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to arbitration opinion and award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered binding on the arbitrators' award in Company and the Executive and shall be enforceable by any court having jurisdictionsitting within Westchester County, New York. The direct expense Company and Executive shall share equally all costs of any mediation or arbitration proceeding and, excepting their own attorney’s fees unless and to the extent ordered by the arbitrator(s) to pay the attorneys’ fees of the prevailing party. (c) The parties recognize that this Section 13.14 means that certain claims will be reviewed and decided only before an impartial arbitrator or panel of arbitrators instead of before a court of law and/or a jury, but desire the many benefits of the arbitration process over court proceedings, including speed of resolution, lower costs and fees, and more flexible rules of evidence. The arbitrator or arbitrators duly selected pursuant to the AAA’s Rules shall have the same power and authority to order any remedy for violation of a statute, regulation, or ordinance as a court would have; and shall have the same power to order discovery as a federal district court has under the Federal Rule of Civil Procedure. (d) The provisions of this Section 13.14 shall not apply to any action by the Company seeking to enforce its rights arising out of or related to the provisions of Article 12 of this Agreement. (e) This Section 13.14 is intended by the Company and the Executive prevailsto be enforceable under the Federal Arbitration Act. Should it be determined by any court that the Act does not apply, all reasonable legal fees then this Section 13.14 shall be borne by enforceable under the Companyapplicable arbitration statutes of the State of Delaware.

Mediation/Arbitration. All disputes (a) Prior to invoking the provisions of Section 11.11(b), any dispute arising out of or relating to this Agreement shall be resolved as set forth in this Section 14. If the following manner: (i) any party hereto desires to make may at any claim arising out of this Agreement ("Claimant"), then such party shall first time deliver to the other party others a written dispute notice setting forth a brief description of the relevant issue(s) ("Respondent"the “Disputed Issue(s)”); (ii) written during the thirty (30) day period following the delivery of the notice ("Claim Notice"the “Negotiation Period”) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt appropriate representatives of the Notice of Objection, if any, Claimant various parties will meet and Respondent shall immediately seek to resolve by the Disputed Issue(s) through good faith negotiations the dispute alleged in the Claim Noticenegotiation, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent (iii) if such representatives are unable to resolve the dispute in writing Disputed Issue(s) through good faith negotiation, then within ten (10) business days from after the date negotiations began, then without Negotiation Period (the necessity of further agreement of Claimant or Respondent“Referral Period”), the parties will refer the Disputed Issue(s) to mediation. Should the parties fail to agree on a mediator within fifteen (15) days following the Referral Period, the District Court of the City and County of Denver, Colorado shall select the mediator to be used. The parties shall attend a mediation and attempt in good faith to mediate such dispute set forth within thirty (30) days following the selection of a mediator. Notwithstanding the foregoing, the request by either party for preliminary or permanent injunctive relief shall not be subject to mediation and may be adjudicated by a state district or county court of competent jurisdiction in the Claim Notice City and County of Denver, Colorado. (b) In the event a dispute is not resolved pursuant to the provisions of Section 11.11(a), each of the parties agrees that any claim, dispute or conflict arising from or connected with this Agreement shall be submitted to solely resolved by binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then Association; provided, however, that Buyer may seek injunctive relief to protect or enforce its rights under this Agreement or any Transaction Document without first resorting to such arbitration. Any such arbitration shall be held in effect provided that the parties Denver, Colorado. Any arbitration award will be final and non-appealable, and judgment thereon may agree to use arbitrators other than those provided by the AAAbe entered in any court of competent jurisdiction. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators arbitrator shall have the authority to order back-paygrant any equitable and legal remedies, severance compensationexcept punitive damages, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall would be final and binding. Judgment may be entered on the arbitrators' award available in any court having jurisdictionjudicial proceeding. The direct expense of any mediation or arbitration proceeding andEACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, to the extent Executive prevailsTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, all reasonable legal fees shall be borne by the CompanyTRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

Mediation/Arbitration. All disputes arising a) Xxxxxxxx and the Company agree that any Arbitrable Claims that arise between them will be submitted first to mediation and then to binding arbitration. Xxxxxxxx and the Company further agree that neither of them will commence any demand for arbitration without first submitting a formal written demand to the other Party for mediation of the dispute. When such a demand is made, the dispute will be submitted to mediation before a mutually agreeable mediator in the Los Angeles area. The cost of the mediation shall be borne equally by the Parties. b) Any controversy, dispute or claim between the Parties which may arise from, out of, or relate to this Agreement, or its subject matter or the Addendums, including the validity, enforceability, construction or application of any of the terms, provisions, or conditions of this Agreement or the arbitrability of any such matter (collectively referred to herein as "Arbitrable Claims") shall be resolved as set forth in this Section 14. If any party hereto desires submitted: (i) first to make any claim arising out of this Agreement ("Claimant"Mediation under Paragraph 10(a), and if it is not resolved through Mediation, then (ii) to final and binding arbitration in Los Angeles, California, or such party other location as the Parties shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object mutually agree in writing to under the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes auspices of the American Arbitration Association ("AAA") then ). The Parties agree that neither of them may initiate in effect provided any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any nature whatsoever arising out of or related to this Agreement before any court, tribunal, or administrative agency against the other Party, and that they each acknowledge that their agreement to the parties may mediation/arbitration provisions under this Paragraph 10 shall constitute an effective waiver of any right to have any Arbitrable Claims determined by judge or jury. The Parties further agree to use arbitrators other than those provided be bound by the AAAEmployment Dispute Resolution Rules of AAA ("Rules") and that all Arbitrable Claims will be heard by the AAA pursuant to those Rules. The arbitrators shall not have Parties further agree that in the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce event this Agreement, or any part thereof is not enforceable, all other provisions shall remain in force. c) The arbitrator shall have jurisdiction to determine all Arbitrable Claims and interest thereon may grant any relief authorized in law or equity for such claim. However, the event arbitrator may not modify or change the arbitrators determine that Executive was terminated without disability terms of this Agreement or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or the Addendums. The Parties agree that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel arbitrator shall not be final appealable and binding. Judgment that judgment upon an award rendered by the arbitrator may be entered on the arbitrators' award for enforcement in any court having of competent jurisdiction. The direct expense All Arbitrable Claims must be submitted to mediation within thirty (30) days of the date such claim first arose to be arbitrable. d) Except as otherwise stated above, neither Party may initiate in any way or prosecute any claim, charge, lien, demand, right of action or cause of action of any mediation nature whatsoever arising out of or arbitration proceeding andrelated to this Agreement or the Addendums before any court, to tribunal or administrative agency against the extent Executive prevailsother Party. A Party who initiates litigation or asserts Arbitrable Claims in any court or before any tribunal or administrative body, shall pay all reasonable legal attorneys' fees shall be borne and costs incurred by the Companyopposing Party in defending such litigation and/or claims.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires to make any Any dispute, controversy or claim arising under, out of, in connection with or in relation to this Agreement, or the breach, termination, validity or enforceability of this Agreement any provision hereof (a "ClaimantDispute"), then such party shall first deliver to if not resolved informally through negotiation between the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection")parties, or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall will be submitted to non-binding arbitration (except for claims arising out mediation. The parties will mutually determine who the mediator will be from a list of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of mediators obtained from the American Arbitration Association office located in the city determined as set forth below in this Section 10 (the "AAA") then in effect provided that ). If the parties may are unable to agree to use arbitrators other than those provided on the mediator, the mediator will be selected by the AAA. The arbitrators shall If any Dispute is not have resolved through mediation, it will be resolved by final and binding arbitration conducted in accordance with and subject to the authority to add toCommercial Arbitration Rules of the AAA then applicable. One arbitrator will be selected by the parties' mutual agreement or, detract fromfailing that, or modify any provision hereof nor to award punitive damages to any injured partyby the AAA, and the arbitrator will allow such discovery as is appropriate, consistent with the purposes of arbitration in accomplishing fair, speedy and cost effective resolution of disputes. The arbitrators shall have arbitrator will reference the authority rules of evidence of the Federal Rules of Civil Procedure then in effect in setting the scope of discovery, except that no requests for admissions will be permitted and interrogatories will be limited to order back-pay, severance compensation, vesting identifying (a) persons with knowledge of options relevant facts and (or cash compensation in lieu of vesting of options), vesting b) expert witnesses and their opinions and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and bindingbases therefor. Judgment upon the award rendered in any such arbitration may be entered on the arbitrators' award in any court having jurisdictionjurisdiction thereof. The direct expense of any Any negotiation, mediation or arbitration conducted pursuant to this Section 10 and initiated by driversshield will take place in Plano, Texas, and in Plainview, New York if initiated by EDS. Other than those matters involving injunctive relief or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Section 10 are a complete defense to any suit, action or other proceeding and, instituted in any court or before any administrative tribunal with respect to any Dispute or the extent Executive prevails, all reasonable legal fees shall be borne performance of the EDS Services by EDS. Each party acknowledges and agrees that the Companyother party may seek injunctive relief in order to enforce the covenants set forth in Section 16(b) and (c). Nothing in this Section 10 prevents the parties from exercising their right to terminate this Agreement in accordance with Section 11.

Mediation/Arbitration. All disputes arising For a period of thirty (30) days after any controversy or claim arises out of or relating to this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement Agreement, or the breach hereof (the "ClaimantPre-Arbitration Period"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim both parties shall, as their sole and exclusive remedy, attempt in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations to negotiate the dispute alleged in the Claim Notice, and may at the request resolution of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant such controversy or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionclaim. Such arbitration negotiations shall include submitting the controversy or claim to nonbinding mediation before a neutral third party. Mediation shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of and administered by the American Arbitration Association ("AAA") then in effect provided that under its rules and the costs thereof shall be shared equally by the parties may agree to use arbitrators such mediation. If any such controversy or claim remains unresolved after the expiration of the Pre-Arbitration Period, then Buyer and Seller, as their sole and exclusive remedy, shall submit such controversy or claim for settlement to arbitration pursuant to the following procedures: (i) After expiration of the Pre-Arbitration Period, either party may, in a written notice delivered to the other than those provided party, demand such arbitration. Such notice shall designate the name of the arbitrator appointed by such party demanding arbitration, together with a statement of the matter in controversy; (ii) Within thirty (30) days after receipt of such demand, the other party shall, in a written notice delivered to the other party, name such party's arbitrator. If such party fails to name an arbitrator, then the second arbitrator shall be named by the AAA. The two arbitrators selected shall not have the authority to add to, detract fromname a third arbitrator within thirty (30) days, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options)such agreement on a third arbitrator by the two arbitrators so appointed, vesting the third arbitrator shall be appointed by the AAA; (iii) Each party shall bear its own arbitration costs and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensationexpenses. The arbitration hearing shall be held in Dallas, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the AAA shall be used and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply; (iv) The arbitration panel hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding. Judgment binding on all parties to the proceeding and judgment on such award may be entered on by either party in a court of competent jurisdiction; and (v) The parties stipulate that the arbitrators' award provisions of this Section 10.14 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionof before any administrative tribunal with respect to any controversy or dispute arising out of this agreement. The direct expense arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. Neither any party hereto nor the arbitrators may disclose the existence or results of any mediation or arbitration proceeding and, hereunder without the prior written consent of the other party; nor will any party hereto disclose to any third party any confidential information disclosed by any other party hereto in the extent Executive prevails, all reasonable legal fees shall be borne by course of any arbitration hereunder without the Companyprior written consent of such other party.

Mediation/Arbitration. All disputes arising out If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in _________________________. Any costs and fees other than attorney fees shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution, the parties agree to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis pursuant to: (Check one) [ ] the Commercial Arbitration Rules of the American Arbitration Association, or [ ] the rules of _________________________. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees and shall include a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in music industry law. An award of arbitration shall be final and binding on the Band Partners and may be confirmed in a court of competent jurisdiction. The prevailing party shall have the right to collect from the other party its reasonable costs and attorney fees incurred in enforcing this agreement. General. This Agreement may not be amended except in a writing signed by all Band Partners. No waiver by any Band Partner of any right under this Agreement shall be construed as a waiver of any other right. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the remainder of this Agreement shall be resolved interpreted so as set forth in this Section 14. If any party hereto desires best to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to effect the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediatorparties. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice This Agreement shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated governed by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, and interpreted in accordance with the National Rules for laws of _____________________. The provisions of this Agreement shall be binding upon the Resolution of Employment Disputes successors and assigns of the American Arbitration Association ("AAA") then in effect provided that Band Partners. In the parties may agree event of any dispute arising from or related to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel prevailing party shall be final and bindingentitled to attorney fees. Judgment may be entered on the arbitrators' award in any court having jurisdictionMY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND HAVE BEEN ADVISED AS TO MY RIGHT TO SEEK INDEPENDENT LEGAL REPRESENTATION REGARDING THIS AGREEMENT. The direct expense ___________________________________________ Band Member Signature ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.Birth: ____________________ ___________________________________________ Band Member Signature ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ ___________________________________________ Band Member Signature ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________ ___________________________________________ Band Member Signature ___________________________________________ ___________________________________________ Address Date: __________________________ Soc. Sec. #: ____________________ Date of Birth: ____________________

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved (a) Except as set forth in Section 14.4 (Preliminary Injunctions) and/or Section 14.5 (Patent Disputes), or unless otherwise set forth herein, any Dispute that is not resolved pursuant to Section 14.2 (Resolution by Executive Officers) shall be submitted to the International Institute for Conflict Prevention & Resolution (“CPR”) for mediation, and if the matter is not resolved through mediation, then it shall be submitted to CPR for exclusive, final and binding arbitration pursuant to this Section 1414.3. (b) Any such mediation or arbitration shall be conducted in New York, New York, United States of America, unless otherwise agreed to by the Parties in writing. If Each and any party hereto desires arbitration shall be administered by CPR pursuant to make any claim arising out of this Agreement its Arbitration Rules and Procedures ("Claimant"the “Rules”), then as such party shall first deliver Rules may be amended from time to time, or modified by this Section 14.3 or by agreement of the Parties. At any applicable hearing, the Parties may present testimony (either by live witness or deposition) and documentary evidence and have the right to be represented by counsel. The U.S. Federal Rules of Evidence will apply to any and all matters submitted to final and binding arbitration under this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the other party omitted portions. ("Respondent"c) written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have Within ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following after receipt of an arbitration notice from a Party, the Notice of Objection, if any, Claimant and Respondent Parties shall immediately seek to resolve by attempt in good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediatorto agree on a single neutral arbitrator with relevant industry experience to conduct such arbitration. If Claimant and Respondent are unable to resolve the dispute in writing Parties do not agree on a single neutral arbitrator within ten (10) business days from after receipt of an arbitration notice, each Party shall select one (1) arbitrator and the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice two (2) Party-selected arbitrators shall be submitted select a third arbitrator with relevant industry experience to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before constitute a panel of three (3) arbitrators in Tampa, Florida, to conduct the arbitration in accordance with the National Rules for Rules. In the Resolution of Employment Disputes event that only one of the American Arbitration Association ("AAA") Parties selects an arbitrator, then in effect provided that such arbitrator shall be entitled to act as the parties may agree sole arbitrator to use arbitrators other than those provided by resolve the AAA. The arbitrators shall not have the authority to add to, detract from, Dispute or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then all unresolved issues subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, such arbitration. Each and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority every arbitrator of the arbitration panel conducting the arbitration must and shall agree to render an opinion within thirty (30) days after the final hearing before the panel. (d) The decision or award of the arbitrator(s) shall be final final, binding, and binding. Judgment incontestable and may be entered on the arbitrators' award used as a basis for judgment thereon in any court having jurisdiction. The direct expense arbitrator(s) shall, upon the request of any mediation or Party, issue a written opinion of the findings of fact and conclusions of law and shall deliver a copy to each of the Parties. Each Party shall bear its own costs and attorney’s fees, and the Parties shall equally bear the fees, costs, and expenses of the arbitrator(s) and the arbitration proceeding andproceedings; provided, however, that the arbitrator(s) may exercise discretion to award costs, including attorney’s fees, to the extent Executive prevailsprevailing Party. Without limiting any other remedies that may be available under Applicable Laws, all reasonable legal fees the arbitrator(s) shall be borne by the Companyhave no authority to award provisional remedies of any nature whatsoever, or special, indirect, incidental, punitive, consequential, or any other similar form of damages (including damages resulting from loss of use, loss of profits, interruption or loss of business, or other economic loss).

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 16. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 paragraph 6 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph 16. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaSan Jose, FloridaCalifornia, in accordance with the National Employment Arbitration Rules for the Resolution of Employment Disputes and Mediation Procedures of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured partyhereof. The arbitrators shall have the authority to order all remedies otherwise available in a civil court, including, without limitation, back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectivelyherein, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. The arbitration shall be conducted consistent with all applicable law, and the arbitration award shall be in writing, in a form capable of review if required by applicable law. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes (i) The Company and the Executive shall mediate any claim or controversy arising out of or relating to this Agreement shall be resolved as set forth in this Section 14. If or any party hereto desires to make any claim arising out breach thereof if either of this Agreement ("Claimant"), then such party shall first deliver them requests mediation and gives written notice to the other party (the "Respondent") written notice ("Claim Mediation Notice"). Any notice given pursuant to the preceding sentence shall include a brief statement of the claim or controversy. If the Company and the Executive do not resolve the claim or controversy within five (5) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Mediation Notice, the Company and may at the request of either party, utilize the services of Executive shall then use reasonable efforts to agree upon an independent mediator. If Claimant the Company and Respondent are unable to resolve the dispute in writing Executive do not agree upon an independent mediator within ten (10) business days from after the date negotiations beganof the Mediation Notice, either party may request that JAMS/Endispute ("JAMS"), or a similar mediation service of a similar national scope if JAMS no longer then without exists, appoint an independent mediator. The Company and the necessity Executive shall share the costs of further agreement mediation equally and shall pay such costs in advance upon the request of Claimant the mediator or Respondentany party. Within ten (10) days after selection of the mediator, the mediator shall set the mediation. If the Company and the Executive do not resolve the dispute within thirty (30) days after the date of the Mediation Notice, the dispute shall be decided by arbitration as set forth in the Claim Notice shall be submitted to binding arbitration below. (except for claims ii) Any claim or controversy arising out of Sections 3 or 7 hereof), initiated relating to this Agreement or any breach thereof shall be settled by either Claimant arbitration if such claim or Respondent controversy is not settled pursuant to this Sectionmediation as set forth above. Such The venue for any such arbitration shall be conducted before a panel of three (3Dallas, Texas, or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under this Section 13(h)(ii) arbitrators in Tampa, Florida, shall be undertaken in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "AAA") then in effect force. Only individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties may hereto agree to use arbitrators other than those provided by that the AAA. The arbitrators arbitrator shall not have the authority to add to, detract from, or modify any provision hereof nor be empowered to award punitive damages against any party to any injured partysuch arbitration. The arbitrators arbitrator shall have require the authority non-prevailing party to order back-paypay the arbitrator's full fees and expenses or, severance compensationif in the arbitrator's opinion there is no prevailing party, vesting the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of options (or cash compensation in lieu of vesting of optionsthis Agreement pursuant to this Section 13(h)(ii), vesting the non-prevailing parties shall be required to pay the reasonable attorneys' fees and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as expenses of the effective date prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorneys' fees and expenses. (i) Survival. Sections 4, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement shall survive the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.other

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 1415. If any party hereto desires to make any claim arising out of the subject matter of this Agreement Agreement, including claims under state or federal law related to the terms and conditions, or termination of employment ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10( I 0) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may may, at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10( l 0) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaPortland, FloridaOregon, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect effect, provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of (a) In the event that a dispute should arise under this Agreement Agreement, the dispute shall be resolved submitted to mediation under the Uniform Mediation Act (even if said Act has not been adopted in the State of Colorado. Upon written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer, including an indication of the answering party's willingness to move forward with mediation. In the event said answering party is NOT willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below. All costs of mediation shall be equally borne by the parties hereto. (b) In the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in this Section 14. If any Denver, Colorado in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, modified as follows: The party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party seeking arbitration shall first deliver submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator. The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party's arbitrator within fourteen ("Respondent"14) written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following after receipt of the Notice initial notice of Objectionarbitration. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations who will conduct the dispute alleged in arbitration hearing as promptly as the Claim Noticecircumstances allow, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable within a schedule set forth to resolve the dispute both parties not less than 30 days following appointment unless a shorter time is agreed in writing within ten (10) business days from the date negotiations beganby both parties hereto, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth and shall render a decision in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionwriting. Such Any decision rendered in any arbitration shall be conducted before a accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1, et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel of three (3) arbitrators in Tampashall have no authority to make any ruling, Florida, finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided merits and good faith position asserted by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Companyparties.

Mediation/Arbitration. All disputes (i) The Company and the Employee shall mediate any claim or controversy arising out of or relating to this Agreement shall be resolved as set forth in this Section 14. If or any party hereto desires to make any claim arising out breach thereof if either of this Agreement ("Claimant"), then such party shall first deliver them requests mediation and gives written notice to the other party (the "Respondent") written notice ("Claim Mediation Notice"). Any notice given pursuant to the preceding sentence shall include a brief statement of the claim or controversy. If the Company and the Employee do not resolve the claim or controversy within five (5) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Mediation Notice, the Company and may at the request of either party, utilize the services of Employee shall then use reasonable efforts to agree upon an independent mediator. If Claimant the Company and Respondent are unable to resolve the dispute in writing Employee do not agree upon an independent mediator within ten (10) business days from after the date negotiations beganof the Mediation Notice, either party may request that JAMS/Endispute ("JAMS"), or a similar mediation service of a similar national scope if JAMS no longer then without exists, appoint an independent mediator. The Company and the necessity Employee shall share the costs of further agreement mediation equally and shall pay such costs in advance upon the request of Claimant the mediator or Respondentany party. Within ten (10) days after selection of the mediator, the mediator shall set the mediation. The pendency of a mediation, or the failure to initiate a mediation, shall not delay or prevent an action to enforce this Agreement pursuant to Section 11(h)(ii) below. If the Company and the Employee do not resolve the dispute within thirty (30) days after the date of the Mediation Notice, the dispute shall be decided by arbitration as set forth in the Claim Notice shall be submitted to binding arbitration below. (except for claims ii) Any claim or controversy arising out of Sections 3 or 7 hereof), initiated relating to this Agreement or any breach thereof shall be settled by either Claimant arbitration if such claim or Respondent controversy is not settled pursuant to this Sectionmediation as set forth above. Such The venue for any such arbitration shall be conducted before a panel of three (3Winston-Salem, North Carolina or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under this Section 11(h)(ii) arbitrators in Tampa, Florida, shall be undertaken in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "AAA") then in effect force. Only individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties may hereto agree to use arbitrators other than those provided by that the AAA. The arbitrators arbitrator shall not have the authority to add to, detract from, or modify any provision hereof nor be empowered to award punitive damages against any party to any injured partysuch arbitration. The arbitrators Each party shall have the authority to order back-pay, severance compensation, vesting bear its own costs of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Companyarbitration.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out a. At such time as the representative of either party determines that a dispute or disagreement has arisen under this Agreement shall that cannot reasonably be expected to be resolved as set forth in this Section 14. If any through negotiations between the representatives, the party hereto desires whose representative has reached that conclusion shall have the right to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver send written notice to the other party requesting the chief executive officers of each party to begin to meet within five ("Respondent"5) written days from the date of such notice ("Claim Notice") for purposes of Claimant's intent attempting to make resolve the dispute. If such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent notice is sent, the chief executive officers of each party shall have their first meeting at a mutually acceptable location within five (5) days from the date of such notice in an effort to resolve the dispute and disagreement, but if such dispute is not resolved within ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objectionnotice, if any, Claimant and Respondent shall immediately seek then the parties may proceed to attempt to resolve by good faith negotiations the dispute alleged in pursuant to Paragraph l5.b. b. If a dispute or controversy arises under this Agreement and the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent parties are unable to resolve the dispute pursuant to Paragraph 15.a., either party may request by written notice to the other party and to the Judicial Arbitration and Mediation Services ("JAMS") (or similar mediation service of a similar national scope if JAMS no longer then exists) that JAMS appoint an independent mediator, who shall serve as mediator for all purposes hereof. CHEMTECH and UNRG shall each pay an equal proportion of the cost of the mediator's services, in writing within advance upon request by the mediator or any party. Within ten (10) business days from after appointment of the date negotiations began, then without the necessity of further agreement of Claimant or Respondentmediator, the mediator shall schedule a meeting among the parties and the mediator for the purpose of mediating the dispute. If the parties do not resolve the dispute set forth in within thirty (30) days after appointment of the Claim Notice mediator, mediation shall be terminated and either party may then submit the dispute for resolution by binding arbitration pursuant to Paragraph 15.c. hereof. c. Within thirty-five (35) days after the appointment of the mediator, if the dispute that was submitted to binding mediation has not been resolved, either party may initiate arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three the Commercial Arbitration Rules (3the "Rules") arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "AAA") then by sending written notice of the initiation of such arbitration to AAA in effect provided that accordance with the parties may agree Rules, and contemporaneously sending a copy of such notice to use arbitrators the other than those provided by party. Thereafter, such arbitration shall proceed in accordance with the AAARules. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as substantive laws of the effective date State of the termination New York (excluding conflict of Executive, are not then subject laws provisions) shall apply to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the such arbitration panel which shall be final and binding. Judgment may be entered on the arbitrators' award held in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the CompanyNew York/Chicago/Houston.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. AAA The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out (a) If the Members are unable to reach agreement as to a Fundamental Issue within the time period set forth in Section 7.05(a) (including any agreed extensions), then at the written request of this Agreement the Company or any Member (the "Aggrieved Party"), such Deadlock shall be resolved as submitted to Judicial Arbitration and Mediation Service ("JAMS") pursuant to the procedures set forth in this Section 1412.12, for an expedited dispute resolution proceeding pursuant to the procedures set forth below (an "Expedited Dispute Resolution Proceeding"). If any The Expedited Dispute Resolution Proceeding shall take place in New York, NY and all such proceedings (including the existence of the Deadlock, the Expedited Dispute Notice and the Response) shall remain strictly confidential. (b) An Aggrieved Party shall submit a request to JAMS for an Expedited Dispute Resolution Proceeding to resolve such Deadlock upon written notice being served by the Aggrieved Party on the Company, each Member and the JAMS office in New York, NY, setting forth, with reasonable particularity, a statement of the Aggrieved Party's position, a summary of arguments supporting that position (an "Expedited Dispute Notice"). Within five (5) Business Days after service of the Expedited Dispute Notice, each receiving party hereto desires shall submit to the Company, each Member and the JAMS office a written response to such Expedited Dispute Notice setting forth, with reasonable particularity, a statement of the receiving party's position and a summary of arguments supporting that position (the "Response"). Absent good cause, the parties to such Expedited Dispute Resolution Proceeding shall not be permitted to make any claim arising out additional submissions. (c) As soon as it receives the Expedited Dispute Notice, JAMS shall choose a single mediator (the "Mediator") to hear and decide the Expedited Dispute Resolution Proceeding by selecting, based upon availability, from the list of this Agreement agreed upon neutral mediators which the Parties will provide to JAMS. In the event none of such mediators are available, the parties to such Expedited Dispute Resolution Proceeding agree to allow JAMS to select, from its list of New York, NY based neutrals, a mediator who, in the sole discretion of JAMS, has adequate qualifications. Following the submission of the Response, the Mediator shall hear oral argument from the parties subject to Deadlock. The parties to such Deadlock and the Mediator shall use their best efforts to cause the Expedited Dispute Resolution Proceedings to be completed, including oral argument, and, subject to Section 12.13, for the Mediator to render a reasoned final decision no later than five (5) Business Days after the service of the Response (each an "ClaimantExpedited Decision"), then . (d) All costs and fees due and owing to JAMS and the Mediator associated with an Expedited Dispute Resolution Proceeding shall be split evenly between the parties to such party Deadlock and paid when due. In the event any Party to such Deadlock shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt not pay its share of the Notice of Objection, if any, Claimant costs and Respondent shall immediately seek fees owed to resolve by good faith negotiations JAMS and the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or RespondentMediator, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators Mediator shall have the authority to order back-paydeclare a default against such party that has not paid it share of such costs and fees. In the event, severance compensationhowever, vesting of options (or cash compensation in lieu of vesting of options), vesting and a party is determined by the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of Mediator to be the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award "prevailing party" in any court having jurisdictionExpedited Dispute Resolution Proceeding, each non-prevailing Party in such Expedited Dispute Resolution Proceeding shall promptly reimburse its proportionate share of all costs and reasonable attorneys' fees (including, without limitation, costs and reasonable attorneys' fees billed by the prevailing party's counsel, JAMS' costs fees and fees and costs billed by the Mediator) incurred by the prevailing party. (e) The Company and each Member hereby agrees to be bound, abide by and comply with all Expedited Decisions. The direct expense of any mediation or arbitration proceeding andNotwithstanding the foregoing, to the extent Executive prevailsany of parties to any Expedited Dispute Resolution Proceeding with respect to a Deadlock disagrees with and desires to appeal any Expedited Decision, such party shall have the right to initiate Arbitration within five (5) Business Days following the issuance of the Expedited Decision; provided, that such party is in full compliance with, and continues to be in compliance with, all reasonable legal fees shall be borne by of its obligations in the CompanyExpedited Decision through and including such time as the Arbitration is decided.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.be

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall 13 be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. All disputes arising out of (a) In the event that a dispute should arise under this Agreement Agreement, the dispute shall be resolved submitted to mediation under the Uniform Mediation Act (even if said Act has not been adopted in the State of Arizona. Upon written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer, including an indication of the answering party's willingness to move forward with mediation. In the event said answering party is NOT willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below. All costs of mediation shall be equally borne by the parties hereto. (b) In the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in this Section 14. If any Phoenix, Arizona in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, modified as follows: The party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party seeking arbitration shall first deliver submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator. The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party ' s arbitrator within fourteen ("Respondent"14) written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following after receipt of the Notice initial notice of Objectionarbitration. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations who will conduct the dispute alleged in arbitration hearing as promptly as the Claim Noticecircumstances allow, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable within a schedule set forth to resolve the dispute both parties not less than 30 days following appointment unless a shorter time is agreed in writing within ten (10) business days from the date negotiations beganby both parties hereto, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth and shall render a decision in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionwriting. Such Any decision rendered in any arbitration shall be conducted before a accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1, et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel of three (3) arbitrators in Tampashall have no authority to make any ruling, Florida, finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that the parties may agree to use arbitrators other than those provided merits and good faith position asserted by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Companyparties.

Mediation/Arbitration. All (a) Except as provided in subsection (d) of this Section 12.14, the following provisions shall apply to disputes between Company and Executive arising out of this Agreement shall be resolved as set forth in this Section 14. If any party hereto desires or related to make any claim arising out of either: (i) this Agreement ("Claimant"including any claim that any part of this agreement is invalid, illegal or otherwise void or voidable), then such party or (ii) the employment relationship that exists between Company and Executive: (1) The parties shall first deliver use their best efforts to discuss and negotiate a resolution of the dispute. (2) If efforts to negotiate a resolution do not succeed within 5 business days after a written request for negotiation has been made, a party may submit to the dispute to mediation by sending a letter to the other party requesting mediation. The dispute shall be mediated by a mediator agreeable to the parties or, if the parties cannot agree, by a mediator selected by the American Arbitration Association. If the parties cannot agree to a mediator within 5 business days, either party may submit the dispute to the American Arbitration Association for the appointment of a mediator. Mediation shall commence within 10 business days after the mediator has been named. ("Respondent"b) written notice In the event that a dispute between Company and Executive that has been submitted to mediation pursuant to subsection ("Claim Notice"a) of Claimant's intent to make this section 12.14 is not resolved within sixty (60) days after a written request for negotiation has been made, then, except as provided in subsection (d) of this Section 12.14, any such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to resolved timely and exclusively by final and binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect provided that National Rules for the parties may agree Resolution of Employment Disputes (the "AAA Rules"). Arbitration must be demanded within ten (10) calendar days after the expiration of the sixty (60) day period referred to use arbitrators other than those provided by the AAAabove. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to arbitration opinion and award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered binding on the arbitrators' award in Company and the Executive and shall be enforceable by any court having jurisdictionsitting within Westchester County, New York. The direct expense Company and Executive shall share equally all costs of any mediation or arbitration proceeding and, excepting their own attorney’s fees unless and to the extent ordered by the arbitrator(s) to pay the attorneys’ fees of the prevailing party. (c) The parties recognize that this Section 13.14 means that certain claims will be reviewed and decided only before an impartial arbitrator or panel of arbitrators instead of before a court of law and/or a jury, but desire the many benefits of the arbitration process over court proceedings, including speed of resolution, lower costs and fees, and more flexible rules of evidence. The arbitrator or arbitrators duly selected pursuant to the AAA’s Rules shall have the same power and authority to order any remedy for violation of a statute, regulation, or ordinance as a court would have; and shall have the same power to order discovery as a federal district court has under the Federal Rule of Civil Procedure. (d) The provisions of this Section 12.14 shall not apply to any action by the Company seeking to enforce its rights arising out of or related to the provisions of Article 11 of this Agreement. (e) This Section 12.14 is intended by the Company and the Executive prevailsto be enforceable under the Federal Arbitration Act. Should it be determined by any court that the Act does not apply, all reasonable legal fees then this Section 12.14 shall be borne by enforceable under the Companyapplicable arbitration statutes of the State of Delaware.

Mediation/Arbitration. All claims or disputes arising out of relating to this Agreement shall or my employment with the Company including but not limited to any disputes or claims relating to my compensation, benefits, promotions, demotions, discipline, treatment, adverse employment actions, discharge and other terms and conditions of my employment which cannot be resolved as set forth in this Section 14. If any party hereto desires to make any claim arising out of this Agreement ("Claimant")settled through direct discussions, then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to mediation administered by the National Arbitration Forum under its rules in effect on the date of this Agreement. If such claim or dispute cannot be settled by mediation, the Company and Employee agree to settle the claim or dispute by binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, single arbitrator in accordance with the National Rules for the Resolution of Employment Disputes rules of the American National Arbitration Association ("AAA") then Forum in effect provided that on the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by The Company and Employee hereby waive any right to a majority jury trial in favor of arbitration of any such claims or disputes including any and all claims for compensation or benefits of any kind, breach of contract, discrimination, harassment, retaliation, any tort of any nature, and any and all claims arising under any federal, state or local statute, law, ordinance or regulation, including but not limited to the Civil Rights Act of 1866, 1964 (Title VII) and 1991, the Age Discrimination and Employment Act of 1967, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, and all amendments to such laws; except an action for damages or injunctive relief to enforce any provisions of this Agreement or those related to the breach or threatened breach of the Company’s Employee Agreement may, at the Company’s discretion be brought in any court having jurisdiction thereof or be settled by arbitration panel pursuant to this Section 17. Any award entered by the arbitrator, including awards for monetary damages and injunctive relief, shall be final and binding. Judgment binding and judgment may be entered on the arbitrators' award thereon by any party in any court having of competent jurisdiction. The direct expense Federal Rules of Civil Procedure and the Federal Rules of Evidence shall apply to any mediation arbitration proceedings and the arbitrator shall have the power to decide any motions brought by Employee or arbitration proceeding and, the Company including motions for summary judgment. The arbitrator shall have the power to award attorney’s fees and costs available under applicable law. Except as otherwise agreed by the extent Executive prevailsCompany and Employee, all reasonable legal fees mediation and arbitration proceedings shall be borne by the Companyheld in Santa Xxxxx County, California.

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14paragraph 15. If any party hereto desires to make any claim arising out of this Agreement ("“Claimant"”), then such party shall first deliver to the other party ("“Respondent"”) written notice ("“Claim Notice"”) of Claimant's ’s intent to make such claim explaining Claimant's ’s reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("“Notice of Objection"”), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Sectionparagraph. Such arbitration shall be conducted before a panel of three (3) arbitrators in TampaSan Jose, FloridaCalifornia, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured partyhereof. The arbitrators shall have the authority to order all remedies otherwise available in a civil court, including, without limitation, back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectivelyherein, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel shall be final and binding. The arbitration shall be conducted consistent with all applicable law, and the arbitration award shall be in writing, in a form capable of review if required by applicable law. Judgment may be entered on the arbitrators' ’ award in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.

Mediation/Arbitration. (i) Before Licensee and Licensor may bring an action against the other, Licensor and Licensee must first meet to mediate the dispute (except as otherwise provided below). Any such mediation shall be non-binding. Mediation shall be conducted by the CPR Center for Alternative Dispute Resolution. Notwithstanding the previous sentence, the parties may mutually agree on a mediator and/or procedures and/or venue for mediation. The non-binding mediation provided for herein shall be commenced by the party requesting mediation (the “complainant”) providing written notice of the request for mediation (the “request”) to the party with whom mediation is sought (the “respondent”). The request shall specify with reasonable particularity the matter or matters on which non- binding mediation is sought. A copy of the request shall be given by the complainant simultaneously to Licensor if Licensor is not a complainant or respondent. Non-binding mediation commenced under this section shall be concluded within sixty (60) days of the issuance of the request or such longer period as may be agreed upon by the parties in writing. All aspects of the mediation process shall be treated as confidential, shall not be disclosed to others, and shall not be offered or admissible in any other proceeding or legal action whatever. Complainant and respondent shall each bear its own costs of mediation, and each shall bear one-half the cost of the mediator or mediation service. (ii) Licensee acknowledges that it has and will continue to develop a substantial and continuing relationship with Licensor at its principal offices in the State of North Carolina. Therefore, the parties agree that, to the extent that any disputes cannot be resolved directly between Licensee and Licensor and following compliance with the applicable mediation requirements set forth in Section 21(a)(i) above, any action arising out of or relating to this Agreement or the making, performance, or interpretation thereof shall upon thirty (30) days’ written notice by either party be resolved resolved, except as set forth elsewhere expressly provided in this Section 14. If Agreement, upon application by any party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged by binding arbitration in the Claim Notice. Any Notice City of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of ObjectionRaleigh, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, FloridaNorth Carolina, in accordance with the National Federal Arbitration Act under the Commercial Arbitration Rules for the Resolution of Employment Disputes then prevailing of the American Arbitration Association Association, including without limitation the Optional Rules for Emergency Measures of Protection ("“AAA") then in effect provided that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options”), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to under any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreementstate arbitration laws, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of judgment on the arbitration panel shall be final and binding. Judgment award may be entered on the arbitrators' award in any court having of competent jurisdiction. The direct expense of any mediation or Licensee and Licensor agree that arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees shall be borne conducted on an individual—not a class-wide— basis. The Federal Arbitration Act shall apply to all arbitration and arbitration venue questions. Any award by the Companyarbitrator shall be final, binding and nonappealable, except for errors of law. The matter shall be heard by one (1) arbitrator agreed upon by both parties, provided the arbitrator shall have at least ten (10) years’ experience in practicing franchise law during which franchise and licensing law is or has been their primary area of practice and shall have substantial experience in the preparation of license agreements and franchise disclosure documents. Licensee understands that by agreeing to arbitrate it gives up jury and appeal and other rights it might have in court.

Mediation/Arbitration. All disputes arising out of The parties agree to attempt to resolve any dispute relating to this Agreement agreement by mediation, which shall be resolved as set forth conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in this Section 14mediation is a condition precedent to pursuing any other available legal or equitable remedy. If any Either party hereto desires to make any claim arising out of this Agreement ("Claimant"), then such party shall first deliver may commence the mediation process by providing written notice to the other party ("Respondent") written notice ("Claim Notice") party, setting forth the subject of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respondthe dispute and the relief requested. Respondent shall have ten (10) Within 10 business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of Objectionthe mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further agree that mediation proceedings are settlement negotiations, if anyand that all offers, Claimant promises, conduct and Respondent statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall immediately seek be entitled to resolve an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by good faith negotiations the party against whom enforcement is ordered. In the event that a dispute is not settled by mediation, the parties agree that the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding exclusively settled by arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated administered by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("“AAA"”) then in effect provided that the parties may agree to under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use arbitrators other than those provided by the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select an arbitrator. The place of arbitration shall be Chicago, Illinois. Each party shall, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The award of the arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision be accompanied by a majority of the arbitration panel shall be final and bindingreasoned opinion. Judgment on an arbitration award may be entered on in accordance with the arbitrators' award Federal Arbitration Act in in Xxxx County, Illinois. Either party may, notwithstanding the above, seek equitable relief in any proper court having jurisdiction. The direct expense in Xxxx County, Illinois to enjoin a breach or threatened breach of any mediation or arbitration proceeding and, obligations under this agreement that might cause irreparable harm without any requirement to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.post bond

Mediation/Arbitration. All disputes arising out of this Agreement shall be resolved as set forth in this Section 14. If The parties hereto will attempt to settle any party hereto desires to make any dispute, difference or claim arising out between them regarding the interpretation, performance or enforcement of this Agreement ("Claimant"), then such party shall first deliver to the other party ("RespondentDISPUTE") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection")through direct discussion, or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objectionand, if anythat is not successful, Claimant and Respondent shall immediately seek they will submit any Dispute to resolve by good faith negotiations mediation under the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute in writing within ten (10) business days from the date negotiations began, then without the necessity of further agreement of Claimant or Respondent, the dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel of three (3) arbitrators in Tampa, Florida, in accordance with the National Commercial Mediation Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA"). If, in the opinion of either party, the parties are unable to agree on a mediator, and a time and place for mediation, such party may submit the Dispute to the AAA in Houston, Texas for mediation in Houston, Texas under the AAA's rules, if the submitting party is one of the Sellers, and mediation in Mexico City, Federal District, Mexico under the AAA's rules, if the submitting party is any of the Purchasers, and the AAA shall appoint a mediator who shall be fluent in English and Spanish and who will provide simultaneous translations throughout the mediation. The mediator shall be an expert in the telecommunications industry with experience in international telecommunications projects. The parties shall attend such mediation for a period of at least three entire consecutive working days. (a) then If the parties are unable to resolve the Dispute through mediation as provided in the preceding paragraph, the Dispute shall be submitted to arbitration, and neither party shall have the right to file suit against the other. Except to the extent specifically provided in this clause, the administrative aspects of the arbitration will be governed and controlled by the AAA, and the arbitration, including the rendering of the award, shall take place in Mexico City, Federal District, Mexico. The arbitration shall be settled in accordance with the International Commercial Arbitration Rules of the AAA. However, in the case of any conflict between the provisions of said rules and the provisions of this Agreement, the provisions of this Agreement shall govern. (b) The arbitral tribunal shall be composed of three arbitrators. Each party shall appoint one arbitrator. If a party fails to appoint an arbitrator within ten days after the date the claimant's demand for arbitration is communicated to the other party ("NOTIFICATION DATE"), the AAA shall make such appointment. The two arbitrators thus appointed shall attempt to agree upon the appointment of a neutral arbitrator to serve as chairman of the arbitral tribunal. If said two arbitrators fail to agree upon the appointment of such neutral arbitrator within three days after the Notification Date, the AAA shall make such appointment. (c) The decision of the arbitral tribunal shall be final and binding upon the parties. Unless the parties subsequently agree in writing to terminate the arbitration, the submission to arbitration shall continue to have effect provided until the final award has been made. Judgment upon the decision and an award made by the arbitral tribunal may be entered by any court of competent jurisdiction. All decisions of the arbitral tribunal must be made by a majority vote, including, but not limited to, the following issues: the decision, damages, costs of the proceedings, and the compensation of the arbitrators. The arbitral tribunal must render the award in writing to all parties and their representatives pursuant to the notification provision of this Agreement. (d) The languages to be used in the arbitration proceeding shall be English with simultaneous translation in Spanish available for Sellers at Sellers' cost if requested in writing. Any decision or award of the arbitral tribunal shall be based solely on the provisions of this Agreement; provided, however, that to the extent that the subject matter for the decision or award is not provided for in such provisions, it shall be based on the substantive law of Mexico (except its conflict of laws principles). (e) With respect to the initial appearance of the parties in the arbitration proceeding and with respect to the arbitral award, notification thereof shall be made personally to the parties at the addresses indicated in Section 8.3 above through the judicial authority of the domicile of the party to whom notification is directed, unless the law of the place of notification permits another form of notification. All other notifications and communications arising from the arbitral proceeding may agree be made to use arbitrators the parties by facsimile, confirmed in writing sent via registered first class mail, return receipt requested, postage prepaid, to such party's facsimile number and/or address specified in Section 8.3. (f) In the event that the losing party, if any, fails or refuses to comply with the arbitral award within ten business days following the date on which it is notified of the award, the prevailing party, the arbitrator or their attorneys-in-fact may immediately proceed to request the judicial approval necessary for the execution before a competent judge of the domicile of the losing party or before any other than those provided court of competent jurisdiction. Any award of monetary damages shall bear interest at the lesser of eighteen percent (18%) per annum in U.S. currency or the maximum contractual rate permissible under the laws of the jurisdiction of the party against which the award is granted. Further, the party against which the award is made shall reimburse the cost of counsel's fees (and related costs) to the prevailing party with interest accruing from the date such fees or costs were incurred at the lesser of eighteen percent (18%) per annum in U.S. currency or the maximum contractual rate permissible under the law of the jurisdiction of the party against which the award is granted. (g) At the commencement of the arbitration proceeding, the parties will deposit, in equal proportions, an amount sufficient to cover all expenses and fees, which amount will be determined by the arbitrator or, as the case may be, by the AAA. The arbitrators shall not have All of the authority to add toexpenses that arise from the arbitral proceedings, detract fromas well as the fees of the arbitrator, or modify any provision hereof nor to award punitive damages to any injured will be paid by the losing party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as determined by the arbitrator. Said losing party shall reimburse the other party the amounts deposited by said other party at the commencement of the effective date arbitration. (h) The validity of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority of the arbitration panel Section 8.13 shall be final and binding. Judgment may be entered governed by the United Nations Convention on the arbitrators' award in any court having jurisdiction. The direct expense Recognition and Enforcement of any mediation or arbitration proceeding andForeign Arbitral Awards (New York, June 10, 1958) to which Mexico and the extent Executive prevails, all reasonable legal fees shall be borne by the CompanyUnited States of America are parties.

Mediation/Arbitration. (a) All claims, disputes and other matters in controversy (herein called a “dispute”) arising directly or indirectly out of or related to this Agreement Agreement, or the breach thereof, whether contractual or noncontractual, other than as specifically provided elsewhere in this Agreement, or and whether during the term or after the termination of this Agreement, shall be resolved as exclusively according to the procedures set forth in this Section 14. If any party hereto desires 11.9. (b) Neither Party shall commence an arbitration proceeding pursuant to make any claim arising out the provisions of this Agreement ("Claimant"), then Section 11.9(c) unless such party Party shall first deliver give a written notice (a “Dispute Notice”) to the other party ("Respondent") written notice ("Claim Notice") of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from Party setting forth the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt nature of the Notice of Objection, if any, Claimant and Respondent dispute. The Parties shall immediately seek to resolve by attempt in good faith negotiations the dispute alleged in the Claim Notice, and may at the request of either party, utilize the services of an independent mediator. If Claimant and Respondent are unable to resolve the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association “AAA” in writing within ten (10) business days from effect on the date negotiations beganof the Dispute Notice. If the Parties cannot agree on the selection of a mediator within twenty (20) days after delivery of the Dispute Notice, the mediator will be selected by the AAA. If the dispute has not been resolved by mediation as provided above within sixty (60) days after delivery of the Dispute Notice, then without the necessity dispute shall be determined by arbitration in accordance with the provisions of further agreement Section 11.9(c) hereof. (c) Any dispute that is not settled through mediation as provided in Section 11.9(b) shall be resolved by arbitration in Las Vegas, Nevada, governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq, and administered by the AAA under its Commercial Arbitration Rules in effect on the date of Claimant the Dispute Notice as modified by the provisions of this Section 11.9(c). If the claim in dispute does not exceed $1,000,000, there shall be a single arbitrator appointed according to this Section 11.9(c). If the claim in dispute equals or Respondentexceeds $1,000,000, the dispute set forth in the Claim Notice arbitration panel shall be submitted to binding arbitration (except for claims arising out of Sections 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to this Section. Such arbitration shall be conducted before a panel consist of three (3) members one of whom shall be selected by each party and the third, who shall serve as chairman, shall be selected according to the same process used in selecting a single arbitrator in this Section 11.9(c). Persons eligible to be selected as an arbitrator shall be limited to (i) retired judges of the Federal District Court or (ii) lawyers with excellent academic and professional credentials who are or have been a partner in a highly respected law firm for at least 10 years specializing in either general commercial litigation or general corporate and commercial matters and who have had both training and experience as an arbitrator. Each Party shall be entitled to strike on a peremptory basis, for any reason or no reason, any or all of the names of potential arbitrators in Tampa, Florida, on the list submitted to the Parties by the AAA as being qualified in accordance with the National Rules for criteria set forth herein. If the Resolution of Employment Disputes of Parties cannot agree on a mutually acceptable single arbitrator from the American Arbitration Association ("one or more lists submitted by the AAA") then , the AAA shall designate three persons who, in effect provided that its opinion, meet the parties criteria set forth herein, which designees may agree to use arbitrators other than those provided not include persons named on any list previously submitted by the AAA. Each Party shall be entitled to strike one of such three designees on a peremptory basis, indicating its order of preference with respect to the remaining designees, and the selection of the arbitrator shall be made from among such designee(s) which have not been so stricken by either Party in accordance with their indicated order of mutual preference to the extent possible. The arbitrators arbitrator shall not have base the authority to add toaward on applicable Law and judicial precedent and, detract fromunless both Parties agree otherwise, shall include in such award the findings of fact and conclusions of Law upon which the award is based. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. (d) Notwithstanding the foregoing, if the dispute is determined by a single arbitrator, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) that, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the Parties agree to a panel of three arbitrators determine that Executive was terminated without disability to be selected in accordance with the applicable AAA rules, and if the dispute is determined by less than the unanimous decision of the three arbitrators, then upon the application by either Party to a court for an order confirming, modifying or without Good Causevacating the award, the court shall have the power to review whether, as defined a matter of Law based on the findings of fact determined by the arbitrator, the award should be confirmed, modified or vacated in Sections 4(border to correct any errors of Law made by the arbitrator. In order to effectuate such judicial review limited to issues of Law, the Parties agree (and shall stipulate to the court) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision findings of fact made by a majority of the arbitration panel arbitrator shall be final and binding. Judgment may be entered binding on the arbitrators' Parties and shall serve as the facts to be submitted to and relied on by the court in determining the extent to which the award in any court having jurisdiction. The direct expense of any should be confirmed, modified or vacated. (e) If either Party fails to proceed with mediation or arbitration proceeding andas provided herein or unsuccessfully seeks to stay such mediation or arbitration, or fails to comply with any arbitration award, or is unsuccessful in vacating or modifying the extent Executive prevailsaward pursuant to a petition or application for judicial review, all reasonable legal fees the other Party shall be borne entitled to be awarded costs, including reasonable attorneys’ fees, paid or incurred by such other Party in successfully compelling such arbitration or defending against the Companyattempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award. (f) All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Section 11.9 are pending. The Parties will take such action, if any, required to effectuate such tolling.

Mediation/Arbitration. All disputes (i) The Company and the Employee shall mediate any claim or controversy arising out of or relating to this Agreement shall be resolved as set forth in this Section 14. If or any party hereto desires to make any claim arising out breach thereof if either of this Agreement ("Claimant"), then such party shall first deliver them requests mediation and gives written notice to the other party (the "Respondent") written notice ("Claim Mediation Notice"). Any notice given pursuant to the preceding sentence shall include a brief statement of the claim or controversy. If the Company and the Employee do not resolve the claim or controversy within five (5) of Claimant's intent to make such claim explaining Claimant's reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten (10) business days from after the date the Claim Notice was given to Respondent to object in writing to the claim ("Notice of Objection"), or otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of Objection shall specify with particularity the reasons for such objection. Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately seek to resolve by good faith negotiations the dispute alleged in the Claim Mediation Notice, the Company and may at the request of either party, utilize the services of Employee shall then use reasonable efforts to agree upon an independent mediator. If Claimant the Company and Respondent are unable to resolve the dispute in writing Employee do not agree upon an independent mediator within ten (10) business days from after the date negotiations beganof the Mediation Notice, either party may request that JAMS/Endispute ("JAMS"), or a similar mediation service of a similar national scope if JAMS no longer then without exists, appoint an independent mediator. The Company and the necessity Employee shall share the costs of further agreement mediation equally and shall pay such costs in advance upon the request of Claimant the mediator or Respondentany party. Within ten (10) days after selection of the mediator, the mediator shall set the mediation. If the Company and the Employee do not resolve the dispute within thirty (30) days after the date of the Mediation Notice, the dispute shall be decided by arbitration as set forth in the Claim Notice shall be submitted to binding arbitration below. (except for claims ii) Any claim or controversy arising out of Sections 3 or 7 hereof)relating to this Agreement or any breach thereof and/or any claim or controversy arising out of the Buy-Sell Agreement, initiated the Subscription Agreement and/or the Non-Qualified Stock Option Agreements for Key Employees or any breach thereof shall be settled by either Claimant arbitration if such claim or Respondent controversy is not settled pursuant to this Sectionmediation as set forth above. Such The venue for any such arbitration shall be conducted before a panel of three (3Dallas, Texas, or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under this Section 12(h)(ii) arbitrators in Tampa, Florida, shall be undertaken in accordance with the National Employment Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "AAA") then in effect provided that force. Only individuals who are (i) lawyers engaged full-time in the parties may agree to use practice of law and (ii) on the AAA register of arbitrators other than those provided by shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options Within twenty (or cash compensation in lieu of vesting of options), vesting and the removal of restrictions on restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any20) that, as days of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Executive was terminated without disability or without Good Cause, as defined in Sections 4(b) and 4(c) hereof, respectively, or that the Company has otherwise materially breached this Agreement. A decision by a majority conclusion of the arbitration panel hearing, the arbitrator shall be final prepare written findings of fact and bindingconclusions of law. Judgment on the written award may be entered on the arbitrators' award and enforced in any court having of competent jurisdiction. The direct expense It is mutually agreed that the written decision of any mediation or arbitration proceeding and, to the extent Executive prevails, all reasonable legal fees arbitrator shall be borne by valid, binding, final and non-appealable. The Company shall bear the Companyarbitrator's full fees and expenses. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 12(h)(ii), the non-prevailing parties shall be required to pay the reasonable attorneys' fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorneys' fees and expenses.