Agreement to Arbitrate. Except as provided for any action arising out of any violation of the Inventions Agreement or as set forth in clause (b) below addressing excluded claims and remedies, you and the Company both agree that any disputes of any kind whatsoever arising out of or relating to the termination of your employment with the Company, including any breach of this Agreement, shall be subject to final and binding arbitration.

Agreement to Arbitrate. Consultant and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the consulting relationship between Consultant and Company, and any disputes upon termination of the consulting relationship, including claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. The arbitration will be conducted in San Diego County, California, by a single neutral arbitrator and in accordance with the American Arbitration Association’s (“AAA”) then current rules for resolution of commercial disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the

Agreement to Arbitrate. The Company and Executive hereby agree to resolve by final and binding arbitration any and all claims or controversies in any way arising out of, relating to or associated with Executive’s employment with the Company or any of its parents, affiliates, or subsidiaries, or the termination of such employment or any breach of this Agreement. This mutual agreement to arbitrate includes any claims that the Company may have against Executive, or that Executive may have against the Company or against any of its officers, directors, employees, agents, successors, or parent, subsidiary, or affiliated entities so long as such claim is related to Executive’s employment with the Company. The Company and Executive agree that arbitration, as provided for in this Agreement, shall be the exclusive forum for the resolution of any covered dispute between the Parties. The Company and Executive agree that their mutual agreement to arbitrate shall constitute sufficient consideration by each Party for the promises made in this Section 9(h).

Agreement to Arbitrate. Any dispute, claim or controversy based on, arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in San Jose, California, before a single neutral arbitrator in accordance with the Employment Arbitration Rules and Procedures (the “Rules”) of Judicial Arbitration and Mediation Services (“JAMS”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The Rules may be found online at www.jamsadr.com. Arbitration may be compelled pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment; provided, however, that Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to # claims for workers’ compensation, state disability insurance or unemployment insurance; # claims for unpaid wages or waiting time penalties brought before the California Division of Labor Standards Enforcement; 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 terms of this Agreement; and # claims for administrative relief from the United States Equal Employment Opportunity Commission and/or the California Department of Fair Employment and Housing (or any similar agency in any applicable jurisdiction other than California); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS’ administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 5 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 Executive’s employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation injunctive relief, in any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a jury trial.

Mutual Agreement to Arbitrate. Except as noted below, you agree to arbitrate any and all claims against [[Company,:Organization]] that could be brought in a court including, without limitation, all claims arising directly or indirectly out of, or relating to, the employment agreement ("Employment Agreement”) to which this Agreement is attached as Exhibit B, the employment of Employee, the cessation of employment of Employee, or any matter relating to any of the foregoing from your employment or termination (“Covered Disputes”). This Agreement includes, without limitation, claims under federal, state, and/or local statutes, regulations, ordinances, and/or common law. Except as otherwise provided herein, [[Company,:Organization]] agrees to arbitrate any and all claims against you.

Except for the claims set forth in the paragraph below, HGV and You mutually agree to arbitrate any and all disputes, claims, or controversies (“Covered Claims”) against the other that could be brought in a court including, but not limited to, all claims arising out of Your employment, the terms and conditions of Your employment, any work You have done for the Company in any capacity, the cessation of employment, any agreement between You and HGV, and any claim that could have been brought before any court by You or HGV. This Arbitration Agreement includes, but is not limited to, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Worker Benefit Protection Act of 1990, the Americans With Disabilities Act, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the National Labor Relations Act, the Pregnancy Discrimination Act, the Immigration Reform and Control Act, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Family and Medical Leave Act, and the Worker Adjustment Retraining and Notification Act, all as amended; state anti-discrimination laws; any federal, state or local anti-discrimination laws; any federal, state or local wage and hour laws; or any other federal, state, or local law, order, ordinance or regulation; or any claims based on any public policy, contract, tort, or common law; and any claims or potential claims for relief of any kind, including, but not limited to, claims for back pay, front pay, compensatory or {OR055187.DOCX; 3}

Waiver of Class and Collective Claims. Employee and the Company waive their right to file any arbitration on a class or collective basis; both Employee and the Company agree to file any arbitration only on an individual basis and agree not to file any arbitration as a representative of any class or group of others. Therefore, neither Employee nor the Company will seek to certify a class or collective arbitration or otherwise seek to proceed in arbitration on a representative basis, and any arbitrator(s) appointed pursuant to this agreement to arbitrate shall have no authority to combine more than one individual’s claim or claims into a single case, participate in or facilitate notification of potential claims to others, arbitrate any form of a class, collective, or representative proceeding or award any relief to a class of individuals. Nor shall Employee or the Company participate in any class or collective action involving claims covered by this agreement to arbitrate, but instead shall arbitrate all claims covered by this agreement to arbitrate on an individual basis.

Any duty to arbitrate under this Agreement shall remain in effect and be enforceable after termination of this Agreement for any reason.

“Arbitration Agreement” means that certain Mutual Agreement to Arbitrate dated as October 22, 2018 entered into by and between the Company and Employee.

THE PARTIES KNOWINGLY AND FREELY AGREE TO THIS MUTUAL AGREEMENT TO ARBITRATE CLAIMS, WHICH OTHERWISE COULD HAVE BEEN BROUGHT IN COURT.