Dispute Resolution. To ensure timely and economical resolution of any disputes that may arise in connection with Executive’s employment with the Company, as a condition of Executive’s employment, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted before a single arbitrator by the American Arbitration Association (“AAA”) under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/). The arbitration shall take place in Phoenix, Arizona; provided, however, that if the arbitrator determines there will be an undue hardship to Executive 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 Executive and the Company waive the right to resolve any such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of 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 Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.

Dispute Resolution. To ensure timelyIn the event any dispute arises out of Executive’s employment with or by the Company, or separation/termination therefrom, whether as an employee, which cannot be resolved by the Parties to this Agreement, such dispute shall be submitted to final and economical resolutionbinding arbitration. The arbitration shall be conducted in accordance with the National Rules for the Resolution of any disputes that may ariseEmployment Disputes of the American Arbitration Association (“AAA”). If the Parties cannot agree on an arbitrator, a list of seven (7) arbitrators will be requested from AAA, and the arbitrator will be selected using alternate strikes with Executive striking firm. The cost of the arbitration will be shared equally by Executive and the Company; provided, however, the Company shall promptly reimburse Executive for all costs and expenses incurred in connection with Executive’any dispute in an amount up to, but not exceeding 20 percent of Executive’s employment with the Company, as a conditionBase Salary unless such termination was for Cause in which event Executive shall not be entitled to reimbursement unless and until it is determined she was terminated other than for Cause. Arbitration of Executive’s employment, Executivesuch disputes is mandatory and the Company hereby agree thatin lieu of any and all claims, disputes or controversiescivil causes of any nature whatsoeveraction and lawsuits either party may have against the other arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’of Executive’s employment with the Company, or the termination of such employment,separation therefrom. Such arbitration shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted before a single arbitrator by the American Arbitration Association (“AAA”) under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/)held in [[Address A:Address]]. The arbitrationThis provision shall take place in Phoenix, Arizona; provided,not, however, that if the arbitrator determines there will be an undue hardship to Executive 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 Executive and the Company waive the right to resolve any such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of 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 Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.

Dispute Resolution. To ensure timelyExcept to the extent provided for in subsection # above, the Company and economical resolution ofExecutive agree that any disputes that may ariseclaim, dispute or controversy arising under or in connection with Executive’this Agreement, or otherwise in connection with Executive's employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company's employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Rockville, MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Company, as a conditionCommercial Rules of Executive’s employment, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted before a single arbitrator by the American Arbitration Association (“AAA”(the "AAA") in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney's fees are recoverable under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/)law). The arbitration shall take place in Phoenix, Arizona; provided, however, that ifIn rendering a decision, the arbitrator determines there will be an undue hardship to Executive to have the arbitration in such location, the arbitrator will choose an alternative appropriate location. Executiveshall apply all legal principles and the Company each acknowledgestandards that by agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of the amount of court fees that Executive would be required to incurgovern if the dispute were filedbeing heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or decidedvacate the arbitrator's award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a court of law. Nothing in this Agreement is intendedproceeding other than the arbitration provided for herein, the responding party shall be entitled to prevent either Executivedismissal or the Company from obtaining injunctive relief in courtregarding such action and recovery of all costs, losses and attorney's fees related to prevent irreparable harm pending the conclusion of any arbitration.such action.

Dispute Resolution. To ensure timely and economical resolutionArbitration of any disputes that may arise in connection with Executive’s employment with the Company, as a condition of Executive’s employment, Executive and the Company hereby agree that any and all claims, disputesDisputes. Any controversy or controversies of any nature whatsoeverclaim arising out of,of or relating to,to this letter,Agreement or its interpretation, enforcement, breach, performancethe breach thereof or execution, Executive’otherwise arising out of the Executive’s employment with the Company, or the termination of such employment, shall be resolved,that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by final, bindingarbitration in any forum and confidential arbitration conducted before a single arbitratorform agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”(“AAA”) under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/). The arbitration shall take place in Phoenix, Arizona; provided, however, that if the arbitrator determines there will be an undue hardship to Executive 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 Executive and the Company waive the right to resolve any such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolvedBoston, Massachusetts in accordance with these arbitration procedures. The Company shall pay all costs and fees in excessthe Employment Arbitration Rules of the amountAAA, including, but not limited to, the rules and procedures applicable to the selection of court feesarbitrators. In the event that Executive would be required to incur ifany person or entity other than the dispute were filed or decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining injunctivea temporary restraining order or a preliminary injunction in circumstances in which such relief in courtis appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to prevent irreparable harm pending the conclusion of any arbitration.this Section 8.

Dispute Resolution. To ensure timely and economical resolutionDisputes. Any controversy or claim arising out of any disputes that may arise in connection withor relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment with the Company, as a condition of Executive’s employment, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved,that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by final, bindingarbitration in any forum and confidential arbitration conducted before a single arbitratorform agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/). The arbitration shall take place in Phoenix, Arizona; provided, however, that if the arbitrator determines there will be an undue hardship to Executive 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 Executive and the Company waive the right to resolve any such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolvedKnoxville, Tennessee, in accordance with these arbitration procedures. The Company shall pay all costs and fees in excessthe Employment Dispute Resolution Rules of the amountAAA, including, but not limited to, the rules and procedures applicable to the selection of court feesarbitrators. In the event that Executive would be required to incur ifany person or entity other than the dispute were filed or decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. Notwithstanding the foregoing, this Section 9 shall not preclude either party from pursuing a court action for the sole purpose of obtaining injunctivea temporary restraining order or a preliminary injunction in circumstances in which such relief in courtis appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to prevent irreparable harm pending the conclusion of any arbitration.this Section 9.

Dispute Resolution. To ensure timely and economical resolutionArbitration. Any controversy arising out of any disputes that may arise in connection withor relating to this Agreement or Executive’s employment with the Company, whether arising under common or statutory law, and including the arbitrability of any such controversy, will be resolved exclusively by a single neutral arbitrator selected jointly by Executive and the Company, in Seattle, Washington, or such other location as a conditionmay be mutually agreed upon, in accordance with the Employment Arbitration Rules of Executive’s employment,the American Arbitration Association as then in effect. The Company will be responsible for the fees and expenses of the arbitrator. Executive and the Company hereby agreewill be responsible for their own attorney’s fees and any other costs occasioned by the arbitration; provided that anythe arbitrator may award attorneys’ fees and costs to a party when so empowered by law. The arbitrators shall have the authority, in addition to their authority under the Employment Arbitration Rules, to award equitable relief, including injunctive relief. The decision of the arbitrator shall be final and binding upon the parties and all claims, disputes or controversies ofpersons claiming under and through them. Judgment on any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shallarbitration award may be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted before a single arbitrator by the American Arbitration Association (“AAA”) under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/). The arbitration shall take placeentered in Phoenix, Arizona; provided, however, that if the arbitrator determines there will be an undue hardship to Executive to have the arbitration in such location, the arbitrator will choose an alternative appropriate location.any court having jurisdiction. Executive and the Company each acknowledge that by agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. Executive will have the rightall rights, remedies, and defenses available to be represented by legal counsel at Executive’s expense at anythem in that arbitration proceeding. The arbitrator shall: #that they would have the authority to compel adequate discoveryin a civil action for the resolution ofissues in controversy. Notwithstanding anything in this Agreement to the dispute and to award suchcontrary, either party may seek preliminary injunctive relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of 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 Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.competent jurisdiction.

Dispute Resolution. To ensure timely and economical resolutionDisputes. Any controversy or claim arising out of any disputes that may arise in connection withor relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment with the Company, as a condition of Executive’s employment, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved,that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by final, bindingmediation or arbitration in any forum and confidential arbitration conducted before a single arbitratorform agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/). The arbitration shall take place in Phoenix, Arizona; provided, however, that if the arbitrator determines there will be an undue hardship to Executive 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 Executive and the Company waive the right to resolve any such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolvedKnoxville, Tennessee, in accordance with these arbitration procedures. The Company shall pay all costs and fees in excessthe Employment Dispute Resolution Rules of the amountAAA, including, but not limited to, the rules and procedures applicable to the selection of court feesarbitrators. In the event that Executive would be required to incur ifany person or entity other than the dispute were filed or decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. Notwithstanding the foregoing, this Section 9 shall not preclude either party from pursuing a court action for the sole purpose of obtaining injunctivea temporary restraining order or a preliminary injunction in circumstances in which such relief in courtis appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to prevent irreparable harm pending the conclusion of any arbitration.this Section 9.

Dispute Resolution. To ensure timelyAt the option of either the Company or the Executive, any dispute, controversy or question arising under, out of or relating to this Agreement, the Executive’s employment or termination of employment, including but not limited to any and economical resolutionall statutory claims involving workplace discrimination or wrongful discharge, but excluding claims pursuant to Section 11 hereof, shall be referred for decision by arbitration in the State of New Jersey by a neutral arbitrator mutually selected by the parties hereto. Any arbitration proceeding shall be governed by the Rules of the American Arbitration Association then in effect or such last in effect (in the event such Association is no longer in existence). If the parties are unable to agree upon such a neutral arbitrator within twenty one (21) days after either party has given the other written notice of the desire to submit the dispute, controversy or question for decision as aforesaid, then either party may apply to the American Arbitration Association for a final and binding appointment of a neutral arbitrator; however, if the American Arbitration Association is not then in existence or does not act on the matter within forty five (45) days of any disputessuch application, either party may apply to a judge of the local court where the Bank is headquartered for an appointment of a neutral arbitrator to hear the parties and such judge is hereby authorized to make such appointment. In the event that either party exercises the right to submit a dispute, controversy or question arising hereunder to arbitration, the decision of the neutral arbitrator shall be final, conclusive and binding on all interested persons and no action at law or in equity shall be instituted or, if instituted, further prosecuted by either party other than to enforce the award of the neutral arbitrator. The award of the neutral arbitrator may arisebe entered in connection with Executive’s employment with the Company, as a condition of Executive’s employment,any court that has jurisdiction. The Executive and the Company hereby agree thatshall each bear all their own costs (including the fees and disbursements of counsel) incurred in connection with any such arbitration and all claims, disputes or controversiesshall each pay one-half of the costs of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted before a single arbitrator by the American Arbitration Association (“AAA”) under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/). The arbitration shall take place in Phoenix, Arizona; provided, however,arbitrator; provided that if the arbitrator determines there will be an undue hardship to Executive to have the arbitrationultimately prevails in any such location, the arbitrator will choose an alternative appropriate location. Executive andarbitration, the Company each acknowledge that by agreeing to this arbitration procedure, bothshall reimburse the Executive and the Company waive the right to resolve anyfor all such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to awardcosts so incurred in connection with such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of 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 Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.

Dispute Resolution. To ensure timely and economical resolutionArbitration. Any dispute, claim or controversy based on, arising out of any disputes that may arise in connection with Executive’or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in San Diego, California, before a single neutral arbitrator in accordance with the Company, as a conditionNational Rules for the Resolution of Executive’s employment,Employment Disputes (the “Rules”) of the American Arbitration Association (“AAA”), 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.adr.org. 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 the AAA 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; however, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved,that, to the fullest extent permitted by law, by final, bindingthe arbitrator may, in his or her discretion, award reasonable attorneys’ fees 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 confidential arbitration conducted before a single arbitratorall other fees and costs, shall be borne by the American Arbitration Association (“AAA”)Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under the then-applicable AAA employment arbitration rules (which can be found at http://www.adr.org/). The arbitration shall take place in Phoenix, Arizona;this Agreement or relating to Executive’s employment; provided, however, that if the arbitrator determines there will be an undue hardship to Executive 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 Executive and the Company waiveshall retain the right to resolvefile 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. 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 pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such dispute, claim or demand throughrelief shall not be deemed to be a trial by jury or judge or by administrative proceeding. Executive will have thewaiver of such party’s right to be represented by legal counsel at Executive’s expense at any arbitration proceeding. The arbitrator shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph applyarbitration. Each party hereby expressly waives his, her or its right to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of 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 Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.jury trial.

Dispute Resolution. To ensure timelyArbitration. Subject to [Section 10], in the event that any dispute arises between the Company and economical resolutionExecutive regarding or relating to this Agreement and/or any aspect of any disputes that may arise in connection with Executive’the Executive’s employment relationship with the Company, as a conditionthe parties consent to resolve such dispute through mandatory arbitration under the Employment Rules of Executive’s employment, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conductedAmerican Arbitration Association (“AAA”), before a single arbitrator in Dallas, Texas. The parties hereby consent to the entry of judgment upon award rendered by the American Arbitration Association (“AAA”) underarbitrator in any court of competent jurisdiction. Notwithstanding the then-applicable AAA employmentforegoing, however, should adequate grounds exist for seeking immediate injunctive or immediate equitable relief, any party may seek and obtain such relief. The parties hereby consent to the mandatory and exclusive jurisdiction of the state and federal courts of or in the State of Texas for purposes of seeking such injunctive or equitable relief as set forth above. Out-of-pocket costs and expense reasonably incurred by the Executive in connection with such arbitration rules (which can(including attorneys’ fees) shall be found at http://www.adr.org/). The arbitration shall take place in Phoenix, Arizona; provided, however, that ifpaid by the Company with respect to each claim on which the arbitrator determines there will be an undue hardship tothe Executive 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 Executive and the Company waive the right to resolve any such 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 shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of 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 Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.prevails.