Common use of Resolution of Disputes Clause in Contracts

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)12.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 12.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in Any dispute, controversy, or claim, whether contractual or non-contractual, between the preceding Section 10.6 (Remedies)Parties hereto arising directly or indirectly out of or connected with this Agreement, relating to the breach or alleged breach of any dispute representation, warranty, agreement, or controversy arising with respect to covenant under this Agreement and your employment hereunder (whether based on contract or tort or upon any federalAgreement, state or local statuteunless mutually settled by the Parties hereto, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in resolved by binding arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice Employment Arbitration Rules of the commencement of any administrative or regulatory American Arbitration Association (the “AAA”). The Parties agree that before the proceeding or to arbitration that they will mediate their disputes before the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy AAA by a mediator approved by the AAA. Any arbitration shall be resolved only in accordance with conducted by arbitrators approved by the provisions of this Section 10.7AAA and mutually acceptable to Company and Executive. Any All such proceedings disputes, controversies or claims shall take place in New York, New York before be conducted by a single arbitrator (rather arbitrator, unless the dispute involves more than $50,000 in the aggregate in which case the arbitration shall be conducted by a panel of three arbitrators. If the Parties hereto are unable to agree on the mediator or the arbitrator(s), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in then the judgment of such arbitrator, AAA shall have select the effect of reasonably limiting or reducing the cost of such arbitrationarbitrator(s). The resolution of any such the dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS arbitrator(s) shall be final and final, binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, nonappealable, and fully enforceable by a court of competent jurisdiction under the parties consent Federal Arbitration Act. The arbitrator(s) shall award damages to the jurisdiction prevailing Party. The arbitration award shall be in writing and shall include a statement of the New York courts reasons for this purposethe award. If you The arbitration shall be held in the Phoenix/Scottsdale metropolitan area. The Company shall pay all AAA, mediation, and arbitrator’s fees and costs. The arbitrator(s) shall award reasonable attorneys’ fees and costs to the prevailing party Party. Notwithstanding anything in such arbitrationthe foregoing to the contrary, disputes concerning any cash or benefits payable under the Company Severance Plan shall promptly paybe subject to the dispute resolution provisions of that plan, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any courtnot this Agreement.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any dispute or controversy arising with respect to this This Agreement shall be governed by and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration interpreted in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice laws of the commencement state of Colorado. The parties agree that the procedures set forth herein shall be the exclusive means for resolving any administrative claim, dispute, or regulatory proceeding controversy arising from or the filing of any lawsuit relating to this Agreement, whether sounding in contract, tort, equity, or otherwise, including any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with over the provisions validity and/or scope of this Section 10.7or of any other aspect of this Agreement. Any dispute arising under this Agreement will be first referred for resolution to each party's respective management designee. To the extent that such designees cannot resolve the dispute within ten (10) business days of referral to them, the parties agree to try in good faith to settle the dispute by non-binding mediation under the Commercial Mediation Rules of Judicial Arbitration and Mediation Services, Inc. ("JAMS"). Any and all mediation hearings shall be held in Denver County, Colorado, unless the parties agree otherwise. If and to the extent after five (5) days of mediation with the mediator, the dispute is not settled, or if the mediator declares an impasse prior to the end of the five (5) day period, then and only then the aggrieved party may pursue arbitration as set forth herein. Any arbitration hereunder shall be conducted under the Dispute Resolution Rules of JAMS as modified herein. Arbitration proceedings shall take place in New YorkDenver County, New York Colorado, before a single arbitrator who shall be a lawyer. The parties shall request that JAMS provide them with a list of five (rather than a panel of arbitrators)5) arbitrators and each party, pursuant to beginning with Licensee, shall alternately strike one name from such list until one arbitrator remains and such arbitrator shall conduct the proceedings. All arbitration proceedings shall be confidential. Neither party shall disclose any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, information about the evidence produced by the other party in the judgment arbitration proceedings, except in the course of such arbitratorjudicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. In connection with any arbitration provisions hereunder, each party shall have the effect right to take the deposition of reasonably limiting up to two individuals and any expert witness retained by the other party. Additional discovery may be had only where the arbitrator so orders, upon a showing of substantial need. Only evidence that is directly relevant to the issues may be obtained in discovery. Each party bears the burden of persuasion of any claim or reducing the cost of such arbitrationcounterclaim raised by that party. The resolution arbitration provisions of this Agreement shall not prevent any party from obtaining injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations for which such dispute or controversy party may obtain provisional relief pending a decision on the merits by the arbitrator. Each of the parties hereby consents to the jurisdiction of Colorado courts for such purpose. The arbitrator appointed shall have authority to award any remedy or relief that a court of the State of Colorado could grant in accordance with conformity to applicable law, except that the procedures arbitrator shall have no authority to award attorneys' fees or punitive damages. Any arbitration award shall be accompanied by a written statement containing a summary of JAMS the issues in controversy, a description of the award, and an explanation of the reasons for the award. The arbitrator's award shall be final and binding. Judgment upon the award rendered by such arbitrator judgment may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the prevailing party in upon such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred award by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the preceding Section 10.6 parties to this Agreement, (Remedies)ii) any party’s rights and obligations hereunder, (iii) the validity or scope of any dispute provision of this Agreement, (iv) whether a particular dispute, claim or controversy arising with respect is subject to arbitration under this Agreement Section 7.08, and your employment hereunder (whether based on contract or tort or upon v) the power and authority of any federalarbitrator selected hereunder, state or local statute, including but that are not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, resolved by mutual agreement shall be submitted to JAMS for resolution final, binding and confidential arbitration in arbitration Los Angeles, California, before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. Disputes shall be resolved in accordance with the rules Federal Arbitration Act, 9 U.S.C. §§1–16, and procedures JAMS’ Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator will have the same, but no greater, remedial authority than would a court of JAMS. Either party law and shall make such election by delivering issue a written notice thereof to decision including the other party at any time (but not later than 45 days after such party receives notice arbitrator’s essential findings and conclusions and a statement of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingaward. Judgment upon the award rendered by such the arbitrator may be entered in by any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the The prevailing party in any such arbitrationarbitration proceeding, as determined by the Company shall promptly payarbitrator, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you or in any legal action seeking proceeding to enforce the arbitration award, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirely prevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on the relative success of each party. In the event of a conflict between this provision and any provision in any courtthe applicable rules of JAMS, the provisions of this Agreement will prevail. The parties to the arbitration shall participate in the arbitration in good faith.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any Any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you the Company or the CompanyExecutive, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.7. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial nonjudicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If you at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 12.7. If the Executive shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demanddemand of the Executive, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you the Executive in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMSthe American Arbitration Association. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York Miami Dade County Florida before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-non judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS the American Arbitration Association shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York Florida courts for this purpose. If you The prevailing party shall be entitled to recover the prevailing costs of arbitration (from the losing party; provided that each party in such arbitration, shall bear the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs of its own attorneys and other reasonable costs experts and expenses incurred by you in any legal action seeking to enforce the award in any courtadvisors irrespective of which party prevails).

Resolution of Disputes. Except as otherwise provided in the preceding Section 10.6 (Remedies)herein as to injunctive relief for an unauthorized disclosure, any dispute or controversy arising with respect under this Definitive Agreement, shall be first submitted in writing to this Agreement the parties for mutual discussion and your employment hereunder resolution. In the event that a resolution has not been reached by the parties within ten (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII 10) days of the Civil Rights Act date of 1964written notice of dispute, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, such dispute shall be submitted to JAMS for resolution in to, and settled by, final, binding, non-appealable arbitration. Such arbitration shall be conducted by arbitrators selected as hereinafter provided and shall be conducted in accordance with the rules Commercial Arbitration Rules, existing at the date thereof, of the American Arbitration Association in Reno, Nevada. The parties expressly acknowledge and procedures agree that such arbitration shall be final, binding and non-appealable. The dispute shall be submitted to three (3) arbitrators, one arbitrator being selected by Recipient, one arbitrator being selected by Disclosing Party, and the third arbitrator being selected by the two (2) so selected by the parties, or, if they cannot agree on a third, by the American Arbitration Association. In the event that either party, within twenty (20) days after any notification made to it of JAMS. Either party the demand for arbitration by the other party, shall make such election by delivering written not have selected its arbitrator and given notice thereof by registered mail to the other party at party, such arbitrator shall be selected by the American Arbitration Association. The validity, construction, performance or termination of any time agreement by and between the parties submitted to arbitration shall be determined on the basis of the contractual obligations of the parties and the law governing such obligations. The arbitrators shall determine their jurisdiction over persons and subject matter if such jurisdiction is challenged by one of the parties. The award or decision of the arbitrators shall be: (but a) rendered in writing, not later more than 45 forty-five (45) days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment selection of such arbitratorarbitrators and shall state the grounds on which the arbitrators reached their decision; (b) dated and sent to the parties by registered mail, shall have the effect of reasonably limiting or reducing the cost of such arbitrationreturn receipt requested; and (c) final, binding and not subject to appeal before any court, nor other jurisdiction nor any authority. The resolution of any such dispute or controversy party determined by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent written arbitration decision to the jurisdiction of the New York courts for this purpose. If you shall be have been the prevailing party shall, in addition to any arbitration award, be entitled to an award of all costs, expenses and attorneys’ fees incurred in the dispute, from inception of such arbitration, the Company dispute. The non-prevailing party shall promptly pay, upon your demand, also pay any and all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any courtof arbitration.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any Any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you the Company or the CompanyExecutive, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.7. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial nonjudicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you The prevailing party shall be entitled to recover the prevailing party costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in such arbitrationbusiness or is no longer providing arbitration services, then the Company American Arbitration Association shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.be substituted for

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any Any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you the Company or the CompanyExecutive, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding proceedings or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.7. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial nonjudicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If you at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 12.7. If the Executive shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demanddemand of the Executive, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you the Executive in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in (a) In the preceding Section 10.6 (Remedies), event of any dispute or controversy arising with respect to or pursuant to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statuteAgreement, including but not limited to (i) any dispute or claim in respect of any Warranty Indemnities, Covenant Indemnities, other indemnities referred to in Section 8.3 (or third party claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or otherwise for which GenuTec or the CompanyCompany shall seek indemnification under this Agreement, be submitted the Exhibits and schedules hereto, and (ii) any dispute or claim for which the Stockholder shall seek indemnification under this Agreement, the Exhibits and schedules hereto, the Parties shall in good faith seek to JAMS for resolution in arbitration in accordance with settle or compromise such dispute or claim. In the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to event that any such dispute or controversyclaim cannot be settled or compromised, as aforesaid, within thirty (30) and thereupon days of the other Party’s receipt of written notice of the subject claim, any Party may promptly thereafter submit the dispute to non-binding mediation before a mediator(s) in Los Angeles, California mutually acceptable to the Parties (the “Mediation”). If such dispute or controversy shall not be appropriately resolved to the satisfaction of all Parties as a result of the Mediation, then any Party may submit the dispute to final and binding arbitration before a three-person panel of arbitrators who shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures then prevailing Rules of JAMS the American Arbitration Association (the “Arbitration”). In the event that it may reasonably be assumed that a dispute or claim shall not be settled or compromised by Mediation, as aforesaid, or in the event that it may not reasonably be expected that the claiming Party wait thirty (30) days before submitted the dispute to Arbitration, then a dispute or claim may be submitted as foresaid immediately. Any such Arbitration shall be final conducted in Los Angeles, California. The panel of arbitrators shall be selected within sixty (60) days of submission of such dispute to Arbitration. The Parties shall use their collective best efforts to promptly schedule and binding. Judgment upon conduct the award rendered by hearings before such arbitrator may be entered in any court having jurisdiction thereofarbitrators, and with a view toward concluding such arbitration proceedings not later than ninety (90) days from the parties consent to the jurisdiction first submission of the New York courts for this purpose. If you shall be the prevailing party in such dispute to arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Companyany party, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either Any party shall make such election by delivering written notice thereof to the other party parties at any time (but not later than 45 forty-five (45) days after such party receives parties receive notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you The prevailing party or parties shall be entitled to recover the prevailing party costs of arbitration (including reasonable attorney’s fees and the fees of experts and, to the extent applicable, costs incurred in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any a legal action seeking to enforce the prevailing party’s arbitral award in any court) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for the purposes of the foregoing provisions of this Section 11.8.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS the American Arbitration Association (“AAA”) for resolution in arbitration in accordance with the rules and procedures of JAMSAAA. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New YorkStamford, New York CT before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS AAA shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York Connecticut courts for this purpose. If at the time any dispute or controversy arises with respect to this Agreement, AAA is not in business or is no longer providing arbitration services, then JAMS/ENDISPUTE shall be substituted for AAA for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)12.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for the purposes of the foregoing provisions of this Section 12.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)13.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.713.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration from the losing party; provided that each party shall bear the costs of its own attorneys, other experts and advisors irrespective of which party prevails. If at the time any dispute or controversy arises with respect to this Agreement, JAMS is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for the purposes of the foregoing provisions of this Section 13.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS the American Arbitration Association (“AAA”) for resolution in arbitration in accordance with the rules and procedures of JAMSAAA. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New YorkStamford, New York CT before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS AAA shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York Connecticut courts for this purpose. If at the time any dispute or controversy arises with respect to this Agreement, AAA is not in business or is no longer providing arbitration services, then JAMS/ENDISPUTE shall be substituted for the AAA for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the preceding Section 10.6 parties to this Agreement, (Remedies)ii) any party’s rights and obligations hereunder, (iii) the validity or scope of any dispute provision of this Agreement, (iv) whether a particular dispute, claim or controversy arising with respect is subject to arbitration under this Agreement Section 7.08, and your employment hereunder (whether based on contract or tort or upon v) the power and authority of any federalarbitrator selected hereunder, state or local statute, including but that are not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, resolved by mutual agreement shall be submitted to JAMS for resolution final, binding and confidential arbitration in arbitration Los Angeles, California, before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. Disputes shall be resolved in accordance with the rules Federal Arbitration Act, 9 U.S.C. §§1—16, and procedures JAMS’ Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator will have the same, but no greater, remedial authority than would a court of JAMS. Either party law and shall make such election by delivering issue a written notice thereof to decision including the other party at any time (but not later than 45 days after such party receives notice arbitrator’s essential findings and conclusions and a statement of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingaward. Judgment upon the award rendered by such the arbitrator may be entered in by any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the The prevailing party in any such arbitrationarbitration proceeding, as determined by the Company shall promptly payarbitrator, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you or in any legal action seeking proceeding to enforce the arbitration award, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirely prevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on the relative success of each party. In the event of a conflict between this provision and any provision in any courtthe applicable rules of JAMS, the provisions of this Agreement will prevail. The parties to the arbitration shall participate in the arbitration in good faith.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)12.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The parties shall have the right to conduct reasonable discovery in connection with any such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 12.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties’ employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. Capstone Companies, Inc. Xxxxxxx Xxxxxxx By: Sign: Title: Title: Date: Date: Capstone Companies, Inc. 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000 Ph: (000) 000-0000 | Fax: (000) 000-0000 | Email: xxxx@xxxxxxxxxxxxxxxxxxxx.xxx xxx.xxxxxxxxxxxxxxxxxxxx.xxx

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)Sections 11.7 and 11.8, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.9. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorney’s fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 11.9. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in (%3) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the preceding Section 10.6 parties to this Agreement, (Remedies)ii) any party’s rights and obligations hereunder, (iii) the validity or scope of any dispute provision of this Agreement, (iv) whether a particular dispute, claim or controversy arising with respect is subject to arbitration under this Agreement Section 7.08, and your employment hereunder (whether based on contract or tort or upon v) the power and authority of any federalarbitrator selected hereunder, state or local statute, including but that are not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, resolved by mutual agreement shall be submitted to JAMS for resolution final, binding and confidential arbitration in arbitration Los Angeles, California, before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. Disputes shall be resolved in accordance with the rules Federal Arbitration Act, 9 U.S.C. §§1–16, and procedures JAMS’ Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator will have the same, but no greater, remedial authority than would a court of JAMS. Either party law and shall make such election by delivering issue a written notice thereof to decision including the other party at any time (but not later than 45 days after such party receives notice arbitrator’s essential findings and conclusions and a statement of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingaward. Judgment upon the award rendered by such the arbitrator may be entered in by any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the The prevailing party in any such arbitrationarbitration proceeding, as determined by the Company shall promptly payarbitrator, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you or in any legal action seeking proceeding to enforce the arbitration award, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirely prevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on the relative success of each party. In the event of a conflict between this provision and any provision in any courtthe applicable rules of JAMS, the provisions of this Agreement will prevail. The parties to the arbitration shall participate in the arbitration in good faith.

Resolution of Disputes. Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties’ employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. CHDT CORP. Xxxxxx Xxxxxx By: Sign: Title: Date: Date:

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMSthe American Arbitration Association. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York Miami Dade County Florida before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS the American Arbitration Association shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York Florida courts for this purpose. If you The prevailing party shall be entitled to recover the prevailing costs of arbitration (from the losing party; provided that each party in such arbitration, shall bear the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs of its own attorneys and other reasonable costs experts and expenses incurred by you in any legal action seeking to enforce the award in any courtadvisors irrespective of which party prevails).

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties Parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys’ fees and the fees of experts) from the losing party; provided that each party shall bear its own costs (including attorney’s fess and the fees of experts) with respect to any action arising under Section 11.7.2. If at the time any dispute or controversy arises with respect to this Agreement, JAMS is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. 12.1 Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties' employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. Capstone Companies, Inc. Xxxxx Xxxxxx XxXxxxxxx By: Sign: Title: Title: Date: Date: Capstone Companies, Inc. 000 Xxx Xxxxx Blvd. Suite 120 Deerfield Beach, FL 33442 Ph: (000)000-0000 | Fax: (000)000-0000 | Email: xxxx@xxxxxxxxxxxxxxxxxxxx.xxx xxx.xxxxxxxxxxxxxxxxxxxx.xxx

Resolution of Disputes. Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties' employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. Capstone Companies, Inc. Jxxxx Xxxxxx XxXxxxxxx By: Sign: Title: Title: Date: Date:

Resolution of Disputes. Except Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Employee's employment, including, but not limited to, any state or federal statutory claims, other than claims under Section 6 of this Agreement, shall first be settled through good faith negotiation. If the dispute cannot be settled by negotiation within 90 days after the date of termination, the parties agree that all disputes other than under Section 6 shall be submitted to binding arbitration as provided in this Section 11. The arbitration will be conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS") under its Employment Arbitration Rules & Procedures or if JAMS is not able to administer such arbitration, another mutually agreed upon arbitration provider in accordance with its employment arbitration rules (as applicable, the preceding “Rules”) shall administer any arbitration under this Agreement. The Rules shall govern the arbitrator and the parties except as expressly modified by this Section 10.6 (Remedies), any dispute 11 or controversy arising with respect to this Agreement subsequent agreement of the parties and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted the arbitrator. The arbitration shall be under the Age Discrimination in Employment Act, Title VII of the New York Arbitration Act (Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability ActPractice Law and Rules Section 7501 et seq.) shall, at the election of either you or the Company, be submitted to JAMS and New York substantive law shall apply. Either party may initiate arbitration by sending a demand for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof Rules to the other party at any time (but not later than 45 days after such party receives notice of and the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy arbitration provider. The arbitration shall be resolved only conducted in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in Rochester, New York, New York or such other location as the Company and Employee may agree, before a single neutral arbitrator (rather than with experience in employment matters. No discovery shall be permitted in connection with the arbitration except that the arbitrator may authorize discovery upon a panel party’s showing that the requested discovery is likely to lead to material evidence needed to resolve the dispute and is not excessive in scope, timing, or cost. Any permitted discovery shall comply with the New York Civil Practice Law and Rules as to procedure and admissibility of arbitrators)evidence. The arbitration hearing, pursuant if any, shall be held within 60 days after appointment of the arbitrator. The arbitrator may render summary disposition of any or all of the matters or claims, provided that the responding party has had at least 10 days to respond to any streamlined application for summary disposition. If required to preserve the status quo or expedited (rather than a comprehensive) arbitration processother rights of either the Company, before a non-judicial (rather than a judicial) arbitratorHME or Employee, provisional injunctive relief may be sought in any court of competent jurisdiction situated in Monroe County New York, and in accordance with an arbitration process which, in any provisional injunctive relief granted by such court shall remain effective until the judgment of matter is finally determined by the arbitrator unless such arbitrator, shall have relief is terminated by the effect of reasonably limiting or reducing the cost of such arbitrationapplicable court. The Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes, provided, that the arbitrator shall have no power to award punitive, exemplary or other damages not based on the party’s actual damages, and the Company, HME and Employee each expressly waive any rights to receive such dispute damages. At the conclusion of the arbitration, the Arbitrator shall issue a written decision. Any award or controversy relief granted by the arbitrator appointed in accordance with the procedures of JAMS hereunder shall be final and binding. Judgment upon binding on the award rendered by such arbitrator parties hereto and may be entered enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any court having jurisdiction thereofaction, and proceeding or counterclaim brought by either of the parties consent to against the jurisdiction other in connection with any matter whatsoever arising out of the New York courts for or in any way connected with this purposeAgreement or Employee’s employment. If you shall be the prevailing party in such arbitration, The parties agree that HME and the Company shall promptly paybe responsible for payment of the forum costs of any arbitration hereunder, upon your demandincluding the arbitrator's fee and expenses. Each party shall bear his or its own legal costs, all provided that if the arbitrator determines that HME or the Company has acted in bad faith, then Employee shall be entitled to payment by HME and the Company of the reasonable legal fees, court attorneys' fees and costs and other reasonable costs and expenses incurred by you Employee in connection with resolution of the dispute in addition to any legal action seeking other relief granted, to enforce the award in any courtextent permitted by applicable law.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)13.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.713.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 13.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such 18 dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)5, any dispute or controversy arising with respect to this Agreement, the Employment Agreement and and/or your employment hereunder thereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.76. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 6. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies3(e), any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 forty five (45) days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Companyany party, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either Any party shall make such election by delivering written notice thereof to the other party parties at any time (but not later than 45 days after such party receives parties receive notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party or parties shall be entitled to recover the costs of arbitration (including reasonable attorney’s fees and the fees of experts) from the losing party or parties. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties' employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. Capstone Companies, Inc. Xxxxxxx Xxxxxxx By: Sign: Title: Title: Date: Date: Capstone Companies, Inc. 000 Xxx Xxxxx Blvd. Suite 120 Deerfield Beach, FL 33442 Ph: (000)000-0000 | Fax: (000)000-0000 | Email: xxxx@xxxxxxxxxxxxxxxxxxxx.xxx xxx.xxxxxxxxxxxxxxxxxxxx.xxx

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)5, any dispute or controversy arising with respect to this Agreement, the Employment Agreement and and/or your employment hereunder thereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.76. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. Each party shall pay its own expenses with respect to the the arbitration. If you at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the prevailing party in such arbitration, purposes of the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any courtforegoing provisions of this Section 6.

Resolution of Disputes. Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties’ employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. CHDT CORP. Xxxxx Xxxxxx XxXxxxxxx By: Sign: Title: Date: Date:

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any dispute or controversy arising with respect to this This Agreement shall be governed by and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration interpreted in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice laws of the commencement state of Florida. The parties agree that the procedures set forth herein shall be the exclusive means for resolving any administrative claim, dispute, or regulatory proceeding controversy arising from or the filing of any lawsuit relating to this Agreement, whether sounding in contract, tort, equity, or otherwise, including any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with over the provisions validity and/or scope of this Section 10.7paragraph M or of any other aspect of this Agreement. Any dispute arising under this Agreement will be first referred for resolution to each party's respective management designee. To the extent that such designees cannot resolve the dispute within ten (10) business days of referral to them, the parties agree to try in good faith to settle the dispute by non-binding mediation under the Commercial Mediation Rules of Judicial Arbitration and Mediation Services, Inc. ("JAMS"). Any and all mediation hearings shall be held in Broward County, Florida, unless the parties agree otherwise. If and to the extent after five (5) days of mediation with the mediator, the dispute is not settled, or if the mediator declares an impasse prior to the end of the five (5) day period, then and only then the aggrieved party may pursue arbitration as set forth herein. Any arbitration hereunder shall be conducted under the Dispute Resolution Rules of JAMS as modified herein. Arbitration proceedings shall take place in New YorkBroward County, New York Florida, before a single arbitrator who shall be a lawyer. The parties shall request that JAMS provide them with a list of five (rather than a panel of arbitrators)5) arbitrators and each party, pursuant to beginning with Licensee, shall alternately strike one name from such list until one arbitrator remains and such arbitrator shall conduct the proceedings. All arbitration proceedings shall be confidential. Neither party shall disclose any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, information about the evidence produced by the other party in the judgment arbitration proceedings, except in the course of such arbitratorjudicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. In connection with any arbitration provisions hereunder, each party shall have the effect right to take the deposition of reasonably limiting up to two individuals and any expert witness retained by the other party. Additional discovery may be had only where the arbitrator so orders, upon a showing of substantial need. Only evidence that is directly relevant to the issues may be obtained in discovery. Each party bears the burden of persuasion of any claim or reducing the cost of such arbitrationcounterclaim raised by that party. The resolution arbitration provisions of this Agreement shall not prevent any party from obtaining injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations for which such dispute or controversy party may obtain provisional relief pending a decision on the merits by the arbitrator. Each of the parties hereby consents to the jurisdiction of Florida courts for such purpose. The arbitrator appointed shall have authority to award any remedy or relief that a court of the State of Florida could grant in accordance with conformity to applicable law, except that the procedures arbitrator shall have no authority to award attorneys' fees or punitive damages. Any arbitration award shall be accompanied by a written statement containing a summary of JAMS the issues in controversy, a description of the award, and an explanation of the reasons for the award. The arbitrator's award shall be final and binding. Judgment upon the award rendered by such arbitrator judgment may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the prevailing party in upon such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred award by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New YorkStamford, New York CT before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York Connecticut courts for this purpose. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with the preceding Section 10.6 (Remedies)Company, Executive and the Company agree that any dispute and all disputes, claims, or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract causes of action, in law or tort or upon any federal, state or local statuteequity, including but not limited to claims asserted under statutory claims, arising from or relating to the Age Discrimination in Employment enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment with the Company, or the termination of Executive’s employment, shall be resolved pursuant to the Federal Arbitration Act, Title VII 9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration, before a single arbitrator, conducted by JAMS or its successor, under JAMS’ then-applicable Employment Arbitration Rules and Procedures (available upon request and also currently available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/) and subject to JAMS’ then-applicable Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Executive acknowledges that by agreeing to this arbitration procedure, both Executive and the Civil Rights Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this Section, whether by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 19642004, as amended, any state the California Fair Employment Practices Act and/or and Housing Act, as amended, and the Americans with Disability ActCalifornia Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) shall, at the election of either you or the Company, to be submitted to JAMS for resolution in mandatory arbitration in accordance and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event Executive intends to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. Executive will have the rules and procedures of JAMS. Either party shall make such election right to be represented by delivering written notice thereof to the other party legal counsel at any time (but not later than 45 days after such party receives notice arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the commencement dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that Executive would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any Any awards or orders in such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator arbitrations may be entered and enforced as judgments in the federal and state courts of any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any courtcompetent jurisdiction.

Resolution of Disputes. (a) Except as provided in with respect to disputes relating to any Earn-Out Certificate that are to be handled exclusively under Section 1.5, and except for matters for which injunctive relief is the preceding prescribed remedy under Section 10.6 (Remedies10.5, subject to the provisions of Section 10.10(b), any dispute dispute, difference or controversy arising under this Agreement regarding the payment of money shall be settled first through a mediation process as follows. In the event of a dispute, difference or controversy a party shall provide the other parties with respect written notice of dispute, difference or controversy (the “Initial Notice”). For a period of ten (10) business days following the Initial Notice the parties shall meet and confer in an effort to try to resolve the dispute. If the dispute, difference or controversy is not resolved after the initial ten- business day period, the parties shall then engage a third party neutral mediator and shall meet with the mediator within thirty (30) days following the expiration of the initial 10-business day period. The costs of the mediator shall be borne equally by the parties. If the mediation does not resolve the dispute, difference or controversy within ninety (90) days after submission of the dispute to the neutral mediator, then the parties shall proceed to binding arbitration. Any arbitration pursuant to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy Section 10.10 shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York binding and held before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensivethe “Arbitrator”) arbitration process, before a non-judicial (rather than a judicial) arbitrator, selected from and administered by American Arbitration Association in accordance with an its then existing arbitration process whichrules or procedures regarding commercial or business disputes. Except as otherwise set forth herein, each party shall bear its own expenses for counsel and other out-of-pocket costs in connection with any resolution of a dispute, difference or controversy. Any arbitration shall take place in Wilmington, Delaware or at such other location as the parties may agree upon. The parties agree that, in any arbitration the judgment parties shall, to the maximum extent possible, have such rights as to the scope and manner of discovery as are permitted in the Federal Rules of Civil Procedure and consent to the entry of any order of any court of competent jurisdiction necessary to enforce such discovery. In submitting the dispute to the Arbitrator, each of the parties shall concurrently furnish, at its own expense, to the Arbitrator and the other parties such documents and information as the Arbitrator may request. Each party may also furnish to the Arbitrator such other information and documents as it deems relevant, with the appropriate copies and notification being concurrently given to the other party. Neither party shall have or conduct any communication, either written or oral, with the Arbitrator without the other party either being present or receiving a concurrent copy of such arbitratorwritten communication. The Arbitrator may conduct a conference concerning the objections and disagreements between the parties, at which conference each party shall have the effect of reasonably limiting right to (i) present its documents, materials and other evidence (as previously provided to the Arbitrator and the other parties), and (ii) to have present its or reducing the cost of such arbitrationtheir advisors, accountants and/or counsel. The resolution of any such dispute or controversy by the arbitrator appointed Arbitrator shall make his award in accordance with and based upon all the procedures provisions of JAMS shall be final this Agreement, and binding. Judgment judgment upon the any award rendered by such arbitrator may the Arbitrator shall be binding and entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)12.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS the American Arbitration Association (“AAA”) for resolution in arbitration in accordance with the rules and procedures of JAMSAAA. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.8. Any such proceedings shall take place in New YorkStamford, New York CT before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS AAA shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York Connecticut courts for this purpose. If at the time any dispute or controversy arises with respect to this Agreement, AAA is not in business or is no longer providing arbitration services, then JAMS/ENDISPUTE shall be substituted for the AAA for the purposes of the foregoing provisions of this Section 12.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding 16 or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties’ employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. CHDT CORP. XXXXXXX XXXXXXX By: Sign: Title: Date: Date:

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. If you The prevailing party shall be entitled to recover the prevailing costs of arbitration (including reasonable attorneys’ fees and the fees of experts) from the losing party; provided that each party shall bear its own costs (including attorney’s fees and the fees of experts) with respect to any action arising under Section 10.6.3. If at the time any dispute or controversy arises with respect to this Agreement, JAMS is not in such arbitrationbusiness or is no longer providing arbitration services, then the Company American Arbitration Association shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce be substituted for JAMS for the award in any courtpurposes of the foregoing provisions of this Section 10.7.

Resolution of Disputes. 12.1 Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties’ employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. Capstone Companies, Inc. Xxxxx Xxxxxx XxXxxxxxx By: Sign: Title: Title: Date: Date: Capstone Companies, Inc. 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000 Ph: (000)000-0000 | Fax: (000)000-0000 | Email: xxxx@xxxxxxxxxxxxxxxxxxxx.xxx xxx.xxxxxxxxxxxxxxxxxxxx.xxx

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies), any Any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.712.7. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial nonjudicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (including reasonable attorneys fees and the fees of experts) from the losing party. If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 12.7. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)11.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.711.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. Each party shall be responsible for his or its costs of arbitration (including reasonable attorneys fees and the fees of experts). If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 11.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided in the preceding Section 10.6 (Remedies)13.7, any dispute or controversy arising with respect to this Agreement and your employment hereunder (whether based on contract or tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, be submitted to JAMS JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and procedures of JAMS/ENDISPUTE. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section 10.713.8. Any such proceedings shall take place in New York, New York City before a single arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, and in accordance with an arbitration process which, in the 21 judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to recover the costs of arbitration (from the losing party; provided that each party shall bear the costs of its own attorneys and other experts and advisors irrespective of which party prevails). If at the time any dispute or controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in business or is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of this Section 13.8. If you shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses incurred by you in any legal action seeking to enforce the award in any court.

Resolution of Disputes. Except as provided provided, herein, and in the preceding Section 10.6 (Remedies)event of any claim, any cause of action, dispute or controversy arising with respect under this Agreement or otherwise related to the parties' employment relationship, the parties shall negotiate in good faith for the purpose of resolving such dispute. In the event that the parties cannot resolve the claim, cause of action, dispute or controversy informally within fifteen (15) days, then such claim, cause of action, dispute or controversy arising out of or relating to this Agreement and your employment hereunder (whether based on contract or tort the breach, termination, enforcement, interpretation or upon any federal, state or local statutevalidity thereof, including but not limited to claims asserted under the Age Discrimination in Employment Act, Title VII determination of the Civil Rights Act scope or applicability of 1964this agreement to arbitrate, as amended, any state Fair Employment Practices Act and/or the Americans with Disability Act) shall, at the election of either you or the Company, shall be submitted to JAMS for resolution in determined by a mandatory arbitration in accordance with the rules and procedures of JAMSMiami, Florida before one (1) arbitrator. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 45 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and thereupon any such dispute or controversy The arbitration shall be resolved only in accordance with the provisions of this Section 10.7. Any such proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), administered by JAMS pursuant to any streamlined or expedited its Comprehensive Arbitration Rules and Procedures (rather than a comprehensive) arbitration process, before a non-judicial (rather than a judicial) arbitrator, Streamlined Arbitration Rules and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and bindingProcedures). Judgment upon on the award rendered by such arbitrator Award may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall bear its own costs in the arbitration and shall share equally the costs of the arbitration itself. Notwithstanding the foregoing, and without undermining the parties consent agreement to the jurisdiction arbitrate on any other claim, cause of the New York courts for this purpose. If you shall be the prevailing party in such arbitrationaction, dispute or controversy, the Company shall promptly payat all times have and retain the exclusive and unilateral right to seek immediate temporary and preliminary injunctive relief in a court of law in the event of a violation or alleged violation by the Executive of Sections 7, upon your demand8, all reasonable legal feesor 9 of this Agreement. In the event such judicial relief is granted, court costs such relief shall remain binding on the parties pending the outcome of arbitration. THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH ENTERS INTO IT WILLINGLY. This Agreement is duly executed as of the day and other reasonable costs and expenses incurred by you in any legal action seeking to enforce year of the award in any court.last signature below. Capstone Companies, Inc. Xxxxxxx Xxxxxxx By: Sign: Title: Title: Date: Date: