Common use of Resolution of Disputes Clause in Contracts

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under successor, and the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure the rapid and economical resolution The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes that may arise in connection with the arising out of Executive’s employment with the Company or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, the Executive and the Company may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any and all disputes, claims, or causes dispute between the parties arising out of action, in law or equity, arising from or relating to the enforcementnegotiation, breachexecution, performanceperformance or termination of this Agreement or Executive’s employment, or interpretation including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy and further shall not apply to discrimination, harassment, or retaliation claims to the extent prohibited by applicable law. The location for the arbitration shall be the Northern New Jersey area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s employmentoption, or Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration relationship between Executive and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In The parties each further agree that the event that mediation is unsuccessful arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in resolving any other forum, except as otherwise expressly provided in this Agreement. By election arbitration as the Arbitrable Claimsmeans for final settlement of all claims, the Arbitrable Claims shall be resolvedparties hereby waive their respective rights to, and agree not to, xxx each other in any action in a federal, state or local court with respect to the fullest extent permitted by lawsuch claims, by final, binding and confidential but may seek to enforce in court an arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMSaward rendered pursuant to this Agreement. The Executive acknowledges that by agreeing parties specifically agree to this arbitration procedure, both the Executive and the Company waive the right their respective rights to resolve any such dispute through a trial by jury jury, and further agree that no demand, request or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery motion will be made for the resolution of the dispute and to award such relief as would otherwise be permitted trial by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitrationjury.

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of all JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges and the Company each acknowledge that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation. With respect to attorney’s fees, the arbitrator shall award of to the Executive his attorneys’ fees based on a determination of the extent to which each party the Executive has prevailed as to the material issues raised in determination of the dispute (and, for the avoidance of doubt, regardless of the extent to which the Company has prevailed as to the material issues raised in determination of the dispute, the arbitrator is not authorized to award to the Company any portion of its attorney’s fees); and, moreover, to the extent the Executive prevails as to substantially all of the material issues raised in determination of the dispute, the arbitrator shall award to the Executive all of his attorneys’ fees. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of lawfees. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of all JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges and the Company each acknowledge that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation. With respect to attorney’s fees, the arbitrator shall award of to the Executive her attorneys’ fees based on a determination of the extent to which each party the Executive has prevailed as to the material issues raised in determination of the dispute (and, for the avoidance of doubt, regardless of the extent to which the Company has prevailed as to the material issues raised in determination of the dispute, the arbitrator is not authorized to award to the Company any portion of its attorney’s fees); and, moreover, to the extent the Executive prevails as to substantially all of the material issues raised in determination of the dispute, the arbitrator shall award to the Executive all of her attorneys’ fees. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of lawfees. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure Any controversy, claim or dispute arising out of or relating to this Agreement or the rapid and economical resolution breach of disputes that may arise this Agreement shall be settled by arbitration before a single neutral arbitrator in connection accordance with the Executive’s employment National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”), and a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Rules may be found online at xxx.xxx.xxx. The award rendered in any arbitration proceeding under this section will be final and binding. Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the Companypower to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area. Both the Company and the Executive recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolvedthat, to the fullest extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees and expenses to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the arbitrator, and other similar fees and costs, shall be borne by finalthe Company. This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the Executive’s employment; provided, binding and confidential arbitration in San Franciscohowever, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive shall retain the right to resolve file administrative charges with or seek relief through any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) have claims for workers’ compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before an appropriate state authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the authority to compel adequate discovery for the resolution terms of the dispute and to award such relief as would otherwise be permitted by lawthis Agreement; and (bc) issue a written arbitration decision including claims for administrative relief from the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award United States Equal Employment Opportunity Commission (or any or all remedies similar state agency in any applicable jurisdiction); provided, further, that the Executive or the Company would shall not be entitled to seek in a court of lawobtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. If there shall be any dispute between the Company and the Executive (a) in the event of any termination of Executive’s employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award of attorneys’ fees based on a determination of by an arbitrator, to the extent to which each party has prevailed as permitted by applicable law, the Company shall pay, and provide all benefits to the material issues raised in determination of Executive and/or the dispute. The Executive’s family or other beneficiaries, as the case may be, that the Company shall pay all JAMS’ arbitration fees in excess of those which would be required if to pay or provide pursuant to Section 7 hereof, as the dispute case may be, as though such termination were decided in by the Company without Cause or was a court Constructive Termination by the Company; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of law. Nothing in this Agreement is intended to prevent either an undertaking by or on behalf of the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any repay all such mediation or arbitrationamounts to which Executive is ultimately adjudged by such arbitrator not to be entitled.

Resolution of Disputes. To ensure the rapid and economical resolution Any controversy or claim arising out of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, this Agreement, its enforcement, arbitrability, or the termination interpretation, or because of the Executive’s employment (“Arbitrable Claims”) an alleged breach, default, or misrepresentation in connection with any of its provisions, shall be submitted to confidential mediation arbitration in San FranciscoSanta Xxxxx County, California conducted by California, before a mutually agreeable mediator from Judicial single arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration and Mediation Services Association (“JAMSAAA”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid as modified by the Company. In terms and conditions of this Section 22; provided, however, that provisional injunctive relief may, but need not, be sought in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the event that mediation matter is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted finally determined by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized selected by mutual agreement of the parties or, if the parties cannot agree, by striking from a list of arbitrators supplied by AAA. The arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the award is based. Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable. Any award or relief granted by the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge that they are hereby waiving any rights to award trial by jury in any action, proceeding or all remedies that counterclaim brought by either of the Executive parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the disputeExecutive’s employment. The Company shall pay all JAMSthe arbitrator’s fees and arbitration expenses and any other costs associated with the arbitration or arbitration hearing that are unique to artibration. The Company and the Executive each shall separately pay its or his own deposition, witness, expert and attorneys’ arbitration fees in excess of those which would be required and other expenses as and to the same extent as if the dispute matter were decided being held in a court of unless otherwise provided by law. Nothing in this Agreement is intended to prevent either ; provided, however, that if the Executive or prevails, the Company from obtaining injunctive relief in court arbitrator may award the Executive reasonable attorneys’ fees. The arbitrator shall resolve any dispute as to prevent irreparable harm pending the conclusion reasonableness of any such mediation fee or arbitrationcost. The arbitrator shall have the sole and exclusive power and authority to decide any and all issues of or related to arbitrability.

Resolution of Disputes. To ensure the rapid timely and economical resolution of any disputes that may arise in connection with the Executive’s employment with the Company, the as a condition of Executive’s employment, Executive and the Company hereby agree that any and all disputes, claims, disputes or causes controversies of actionany nature whatsoever arising out of, in law or equity, arising from or relating to the to, this Agreement, or its interpretation, enforcement, breach, performanceperformance or execution, or interpretation of this Agreement, the Executive’s employmentemployment with the Company, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Franciscosuch employment, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Franciscoconducted before a single arbitrator by Judicial Arbitration and Mediation Services, California conducted by JAMS Inc. (“JAMS”) or its successor, under the then applicable rules of JAMSJAMS rules. The arbitration will take place in Boston, Massachusetts; provided, however, that if the arbitrator determines there will be an undue hardship to Executive acknowledges to have the arbitration in such location, the arbitrator will choose an alternative appropriate location. Executive and the Company each acknowledge that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute dispute, claim or demand through a trial by jury or judge or by administrative proceeding. Executive will have the right to be represented by legal counsel at Executive’s expense at any arbitration proceeding. The arbitrator shallwill: (ai) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by lawavailable under applicable law in a court proceeding; and (bii) issue a written arbitration decision including 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 and a statement of on which the awardaward is based. The arbitrator shall arbitrator, and not a court, will also be authorized to award any determine whether the provisions of this paragraph apply to a dispute, controversy, or all remedies that the Executive or the Company would claim sought to be entitled to seek resolved in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the disputeaccordance with these arbitration procedures. The Company shall will pay all JAMS’ arbitration costs and fees in excess of those which the amount of court fees that Executive would be required to incur if the dispute were filed or decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure the rapid timely and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, the or Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall employment, including but not limited to all statutory claims, will be submitted resolved pursuant to confidential mediation in San Franciscothe Federal Arbitration Act, California conducted by a mutually agreeable mediator from Judicial Arbitration 9 U.S.C. §1-16, and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in San FranciscoNew York, California conducted New York by JAMS or its successor, Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of JAMSthe rules will be provided to Executive upon request. The Executive acknowledges that by By agreeing to this arbitration procedure, both the Executive and the 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 provision, 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. The Company acknowledges that Executive will have the right to be represented by legal counsel at any 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 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 arbitration decision including decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall ; (c) be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the ; and (d) is authorized to award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of prevailing party. Subject to the dispute. The foregoing sentence, Executive and the Company shall pay equally share all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of lawand each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event Executive intends to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San FranciscoDenver, California Colorado conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of all JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San FranciscoDenver, California Colorado conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges and the Company each acknowledge that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation. With respect to attorney’s fees, the arbitrator shall award of to the Executive his attorneys’ fees based on a determination of the extent to which each party the Executive has prevailed as to the material issues raised in determination of the dispute (and, for the avoidance of doubt, regardless of the extent to which the Company has prevailed as to the material issues raised in determination of the dispute, the arbitrator is not authorized to award to the Company any portion of its attorney’s fees); and, moreover, to the extent the Executive prevails as to substantially all of the material issues raised in determination of the dispute, the arbitrator shall award to the Executive all of his attorneys’ fees. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of lawfees. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure Any dispute concerning the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Companyvalidity, the Executive and the Company agree that any and all disputesinterpretation, claimsenforcement, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation breach of this Agreement, or otherwise arising between the Executive’s employmentparties, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation binding arbitration before the American Arbitration Association (“AAA”) for resolution. Such arbitration shall be conducted in San Franciscothe State of Delaware, California and the arbitrator will apply Delaware law, including federal law as applied in Delaware courts. The arbitration shall be conducted in accordance with the AAA’s Employment Arbitration Rules, as modified by the terms set forth in this Agreement. The arbitration will be conducted by a mutually agreeable mediator from Judicial Arbitration single arbitrator, who shall be an attorney who specializes in the field of employment law and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxxshall have prior experience arbitrating employment disputes. The cost award of JAMS’ mediation fees the arbitrator shall be paid final and binding on the parties, and judgment on the award may be confirmed and entered in any state or federal court in the State of Delaware. The arbitration shall be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with any such a claim, or the result of any arbitration (collectively, “Arbitration Materials”), to any third party, with the sole exception of Executive’s legal counsel, who also shall be bound by the Companyall confidentiality terms of this Agreement. In the event that mediation is unsuccessful in resolving the Arbitrable Claimsof any court proceeding to challenge or enforce an arbitrator’s award, the Arbitrable Claims shall be resolved, parties hereby consent to the fullest extent permitted by lawexclusive jurisdiction of the state and federal courts in the State of Delaware, by final, binding and confidential arbitration agree to venue in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMSthat jurisdiction. The parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal to the extent possible and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. Each party agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement, and any court proceeding arising therefrom, regardless of outcome; provided, however, that if Executive acknowledges that by agreeing to this arbitration procedureprevails on substantially all claims, both the Executive and then the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery shall reimburse Executive for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitrationreasonably incurred by him.

Resolution of Disputes. To ensure the rapid timely and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, the or Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall employment, including but not limited to all statutory claims, will be submitted resolved pursuant to confidential mediation in San Franciscothe Federal Arbitration Act, California conducted by a mutually agreeable mediator from Judicial Arbitration 9 U.S.C. §1-16, and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in San FranciscoBoston, California conducted Massachusetts by JAMS or its successor, Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of JAMSthe rules will be provided to Executive upon request. The Executive acknowledges that by By agreeing to this arbitration procedure, both the Executive and the 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 provision, 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. The Company acknowledges that Executive will have the right to be represented by legal counsel at any 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 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 arbitration decision including decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall ; (c) be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the ; and (d) is authorized to award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of prevailing party. Subject to the dispute. The foregoing sentence, the Company shall pay bear all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of lawfees, and each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event Executive intends to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

Resolution of Disputes. To ensure Any controversy, claim or dispute arising out of or relating to this Agreement or the rapid and economical resolution breach of disputes that may arise this Agreement shall be settled by arbitration before a single neutral arbitrator in connection accordance with the Executive’s employment National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”), and a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Rules may be found online at wxx.xxx.xxx. The award rendered in any arbitration proceeding under this section will be final and binding. Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the Companypower to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area. Both the Company and the Employee recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. Each party shall pay the fees of its own attorneys, the Executive expenses of its witnesses and all other expenses connected with presenting its case; however, Employee and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolvedthat, to the fullest extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees and expenses to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the |US-DOCS\81863234.1|| arbitrator, and other similar fees and costs, shall be borne by finalthe Company. This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the Employee’s employment; provided, binding and confidential arbitration in San Franciscohowever, California conducted by JAMS or its successor, under that the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive Employee shall retain the right to resolve file administrative charges with or seek relief through any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) have claims for workers’ compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before an appropriate state authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the authority to compel adequate discovery for the resolution terms of the dispute and to award such relief as would otherwise be permitted by lawthis Agreement; and (bc) issue a written arbitration decision including claims for administrative relief from the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award United States Equal Employment Opportunity Commission (or any or all remedies similar state agency in any applicable jurisdiction); provided, further, that the Executive or the Company would Employee shall not be entitled to seek in a court of lawobtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. If there shall be any dispute between the Company and the Employee (a) in the event of any termination of Employee’s employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award of attorneys’ fees based on a determination of by an arbitrator, to the extent to which each party has prevailed as permitted by applicable law, the Company shall pay, and provide all benefits to the material issues raised in determination of Employee and/or the dispute. The Employee’s family or other beneficiaries, as the case may be, that the Company shall pay all JAMS’ arbitration fees in excess of those which would be required if to pay or provide pursuant to Section 7 hereof, as the dispute case may be, as though such termination were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or by the Company from obtaining injunctive relief in court without Cause or was a Constructive Termination by the Company; provided, however, that the Company shall not be required to prevent irreparable harm pending pay any disputed amounts pursuant to this section except upon receipt of an undertaking by or on behalf of the conclusion of any Employee to repay all such mediation or arbitrationamounts to which Employee is ultimately adjudged by such arbitrator not to be entitled.

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employmentemployment with the Company, or the termination of the Executive’s employment (“Arbitrable Claims”) employment, shall be submitted resolved pursuant to confidential mediation in San Franciscothe Federal Arbitration Act, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Franciscoarbitration, California before a single arbitrator, conducted by JAMS or its successor, under the JAMS’ then applicable rules 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 JAMSProcedural Fairness. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the 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 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration 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 right to be represented by legal counsel at any 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 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 arbitration decision including 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 and a statement of on which the awardaward is based. The arbitrator shall be authorized to award any or all remedies relief that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ JAMS arbitration fees in excess of those which the administrative fees that Executive would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement letter agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation arbitration. Any awards or arbitrationorders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

Resolution of Disputes. To ensure Any controversy, claim or dispute arising out of or relating to this Agreement or the rapid and economical resolution breach of disputes that may arise this Agreement shall be settled by arbitration before a single neutral arbitrator in connection accordance with the Executive’s employment National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”), and a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Rules may be found online at xxx.xxx.xxx. The award rendered in any arbitration proceeding under this section will be final and binding. Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the Companypower to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area. Both the Company and the Employee recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. Each party shall pay the fees of its own attorneys, the Executive expenses of its witnesses and all other expenses connected with presenting its case; however, Employee and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolvedthat, to the fullest extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees and expenses to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the arbitrator, and other similar fees and costs, shall be borne by finalthe Company. This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the Employee’s employment; provided, binding and confidential arbitration in San Franciscohowever, California conducted by JAMS or its successor, under that the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive Employee shall retain the right to resolve file administrative charges with or seek relief through any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) have claims for workers’ compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before an appropriate state authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the authority to compel adequate discovery for the resolution terms of the dispute and to award such relief as would otherwise be permitted by lawthis Agreement; and (bc) issue a written arbitration decision including claims for administrative relief from the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award United States Equal Employment Opportunity Commission (or any or all remedies similar state agency in any applicable jurisdiction); provided, further, that the Executive or the Company would Employee shall not be entitled to seek in a court of lawobtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. If there shall be any dispute between the Company and the Employee (a) in the event of any termination of Employee’s employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award of attorneys’ fees based on a determination of by an arbitrator, to the extent to which each party has prevailed as permitted by applicable law, the Company shall pay, and provide all benefits to the material issues raised in determination of Employee and/or the dispute. The Employee’s family or other beneficiaries, as the case may be, that the Company shall pay all JAMS’ arbitration fees in excess of those which would be required if to pay or provide pursuant to Section 8 hereof, as the dispute case may be, as though such termination were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or by the Company from obtaining injunctive relief in court without Cause or was a Constructive Termination by the Company; provided, however, that the Company shall not be required to prevent irreparable harm pending pay any disputed amounts pursuant to this section except upon receipt of an undertaking by or on behalf of the conclusion of any Employee to repay all such mediation or arbitrationamounts to which Employee is ultimately adjudged by such arbitrator not to be entitled.

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the Executive’s 's employment with the Company, the Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s 's employment, or the termination of the Executive’s 's employment (“"Arbitrable Claims”") shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“"JAMS”") or its successor under successor, and the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ ' mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedureTHE EXECUTIVE ACKNOWLEDGES THAT BY AGREEING TO THIS ARBITRATION PROCEDURE, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceedingBOTH THE EXECUTIVE AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY OR JUDGE OR ADMINISTRATIVE PROCEEDING. 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 arbitration decision including the arbitrator’s 's essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ ' fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ ' arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure The Parties agree submit any disputes between them to final and binding arbitration pursuant to the rapid and economical then-current AAA national rules for the resolution of employment disputes that may arise in connection with before a neutral arbitrator selected from the Executive’s employment with the Companylist of Arbitrators. THE PARTIES EXPRESSLY AGREE THAT SUCH ARBITRATION SHALL BE THE EXCLUSIVE REMEDY FOR ANY DISPUTE INVOLVING THIS AGREEMENT, THE EXECUTIVE’S EMPLOYMENT, TERMINATION, COMPENSATION, OR BENEFITS AND HEREBY EXPRESSLY WAIVE ANY RIGHT THEY HAVE, OR MAY HAVE, TO A COURT TRIAL OR A JURY TRIAL OF ANY SUCH DISPUTE. In making an award, the Executive and the Company agree that any and all disputesarbitrator shall have no power to add to, claims, or causes of action, in law or equity, arising delete from or relating to the enforcement, breach, performance, or interpretation of modify this Agreement, the Executive’s employmentor to enforce purported unwritten or prior agreements, or to construe implied terms or covenants into the termination Agreement. In reaching a decision, the arbitrator shall adhere to the relevant law and applicable precedent, and shall have no power to vary therefrom. In construing this Agreement, its language shall be given a fair and reasonable construction in accordance with the intention of the Executive’s employment parties and without regard to which party drafted it. At the time of issuing a decision, the arbitrator shall (“Arbitrable Claims”in the decision or separately) make specific findings of fact, and shall be submitted to confidential mediation in San Franciscoset forth such facts as support the decision, California conducted by a mutually agreeable mediator from Judicial Arbitration as well as conclusions of law, and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice reasons and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by bases for the Companyopinion. In the event that mediation is unsuccessful in resolving the Arbitrable Claimsarbitrator exceeds the powers or jurisdiction here conferred, the Arbitrable Claims shall be resolved, or fails to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including in conformance herewith, it is specifically agreed that the aggrieved party may petition a court of competent jurisdiction to correct or vacate such award, and that the arbitrator’s essential findings and conclusions and a statement act of exceeding his or her powers shall be grounds for granting such relief. If any one or more provisions of this arbitration clause shall for any reason be held invalid or unenforceable, it is the specific intent of the award. The arbitrator parties that such provisions shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as modified to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended minimum extent necessary to prevent either the Executive make it or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitrationits application valid and enforceable.

Resolution of Disputes. To ensure In the rapid and economical resolution event of disputes that may arise in connection with the Executive’s employment with the Company, the Executive and the Company agree that any and all disputes, claimsdispute or controversy arising out of, or causes of actionrelating to, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, parties hereto agree to submit such dispute or controversy to binding arbitration pursuant to either the JAMS Streamlined (for claims under $250,000.00) or the termination of JAMS Comprehensive (for claims over $250,000.00) Arbitration Rules and Procedures, except as modified herein, including the Executive’s employment Optional Appeal Procedure. A sole neutral arbitrator shall be selected from the list (the “Arbitrable ClaimsList”) shall be submitted to confidential mediation in San Francisco, California conducted of arbitrators supplied by a mutually agreeable mediator from Judicial Arbitration and Mediation Services J.A.M.S. (“JAMS”) Los Angeles County, California office, or its any successor under entity, or if it no longer exists, from a List supplied by the ADR Services, Inc. (“ADR”) following written request by any party hereto. Such arbitrators shall be a former or retired judge or justice of any California state or federal court with experience in complex litigation matters involving commercial transactions. If the parties hereto after notification of the other party to such dispute cannot agree upon an arbitrator within thirty (30) days following receipt of the List by all parties to such arbitration, then either party may request, in writing, that JAMS or ADR, as appropriate, appoint an arbitrator within ten (10) days following receipt of such request (the “Arbitrator”). The arbitration shall take place at a place and time mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place and time determined by the Arbitrator. Such arbitration shall be conducted in accordance with the Streamlined Arbitration Rules and Procedures of Practice and Procedure JAMS then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxxand Section 1280 et seq. of the California Code of Civil Procedure, or if applicable, the Commercial Arbitration Rules of ADR then in effect. The cost parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in Los Angeles County, California. The aforementioned choice of JAMS’ mediation venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this Section. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the TECHNICAL MANAGEMENT CONSUTANTS (TMC) purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. The decision of the Arbitrator shall be final and binding on all the parties to the arbitration, shall be non-appeasable and may be enforced by a court of competent jurisdiction. The prevailing party shall be entitled to recover from the non-prevailing party reasonable attorney’s fees, as well as its costs and expenses. The costs and fees of the arbitration shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then applicable rules of JAMSnon-prevailing party. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive the right to resolve Arbitrator may grant any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law, remedy appropriate including, without limitation, injunctive relief or specific performance. Prior to the award of attorneys’ fees based on a determination appointment of the extent to Arbitrator, any party may seek a temporary restraining order or a preliminary injunction from the Los Angeles County Superior Court which each party has prevailed as to shall be effective until a final decision is rendered by the material issues raised in determination of the dispute. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitrationArbitrator.

Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with the ExecutiveEmployee’s employment with the Company, the Executive Employee and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the ExecutiveEmployee’s employment, or the termination of the ExecutiveEmployee’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure (the “JAMS Rules”) then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. wxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx/. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted by JAMS or its successor, under the then then-applicable rules of JAMSJAMS Rules. The Executive Employee acknowledges that by agreeing to this arbitration procedure, both the Executive Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. 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 arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive Employee or the Company would be entitled to seek in a court of law, including, without limitation, the award of attorneys’ fees based on a determination of the extent to which each party has prevailed as to the material issues raised in determination of the dispute. The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either the Executive Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such mediation or arbitration.

Resolution of Disputes. To ensure Any controversy, claim or dispute arising out of or relating to this Agreement or the rapid and economical resolution breach of disputes that may arise this Agreement shall be settled by arbitration before a single neutral arbitrator in connection accordance with the Executive’s employment National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "Rules"), and a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Rules may be found online at xxx.xxx.xxx. The award rendered in any arbitration proceeding under this section will be final and binding. Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the Companypower to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area. Both the Company and the Executive recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, the Executive’s employment, or the termination of the Executive’s employment (“Arbitrable Claims”) shall be submitted to confidential mediation in San Francisco, California conducted by a mutually agreeable mediator from Judicial Arbitration and Mediation Services (“JAMS”) or its successor under the JAMS Rules of Practice and Procedure then in effect, which can be found at xxx.xxxxxxx.xxx/xxx-xxxxx-xxxxxxxxxx. The cost of JAMS’ mediation fees shall be paid by the Company. In the event that mediation is unsuccessful in resolving the Arbitrable Claims, the Arbitrable Claims shall be resolvedthat, to the fullest extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys' fees and expenses to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA's administrative fees, the fee of the arbitrator, and other similar fees and costs, shall be borne by finalthe Company. This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the Executive's employment; provided, binding and confidential arbitration in San Franciscohowever, California conducted by JAMS or its successor, under the then applicable rules of JAMS. The Executive acknowledges that by agreeing to this arbitration procedure, both the Executive and the Company waive shall retain the right to resolve file administrative charges with or seek relief through any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) have claims for workers' compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before an appropriate state authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the authority to compel adequate discovery for the resolution terms of the dispute and to award such relief as would otherwise be permitted by lawthis Agreement; and (bc) issue a written arbitration decision including claims for administrative relief from the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award United States Equal Employment Opportunity Commission (or any or all remedies similar state agency in any applicable jurisdiction); provided, further, that the Executive or the Company would shall not be entitled to seek in a court of lawobtain any monetary relief through such agencies other than workers' compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party's right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party's right to compel arbitration. If there shall be any dispute between the Company and the Executive (a) in the event of any termination of Executive's employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award of attorneys’ fees based on a determination of by an arbitrator, to the extent to which each party has prevailed as permitted by applicable law, the Company shall pay, and provide all benefits to the material issues raised in determination of Executive and/or the dispute. The Executive's family or other beneficiaries, as the case may be, that the Company shall pay all JAMS’ arbitration fees in excess of those which would be required if to pay or provide pursuant to Section 7 hereof, as the dispute case may be, as though such termination were decided in by the Company without Cause or was a court Constructive Termination by the Company; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of law. Nothing in this Agreement is intended to prevent either an undertaking by or on behalf of the Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any repay all such mediation or arbitrationamounts to which Executive is ultimately adjudged by such arbitrator not to be entitled.