Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of 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 arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Knoxville, Tennessee, in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the 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 a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].

Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of 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 mediation or arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Knoxville, Tennessee, in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the 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 a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].

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 claimcontroversies of any nature whatsoever arising out ofof, or relating toto, this Agreementletter, or the breach thereofits interpretation, enforcement, breach, performance or otherwise arising out of theexecution, Executive’s employment with the Company, or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall,such employment, shall be resolved, to the fullest extent permitted by law, be settled by final, binding and confidential arbitration in any forum and form agreed uponconducted before a single arbitrator 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 Knoxville, Tennessee,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 the Employment Dispute Resolution Rulesthese arbitration procedures. The Company shall pay all costs and fees in excess of the AAA, including, but not limited to,amount of court fees that Executive would be required to incur if the rules and procedures applicabledispute were filed or decided in a court of law. Nothing in this Agreement is intended to the selection of arbitrators. In the event that any person or entity other than theprevent either Executive or the Company may be a party with regardfrom obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of 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 a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].arbitration.

In the event any dispute arises out of Executive’s employment with or relatingby the Company, or separation/termination therefrom, whether as an employee, which cannot be resolved by the Parties to this Agreement orAgreement, such dispute shall be submitted to final and binding arbitration. The arbitration shall be conducted in accordance with the breach thereof or otherwise arising outNational Rules for the Resolution of the Executive’s employment or the termination of 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 arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspicesEmployment Disputes of the American Arbitration Association (“AAA”(“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 Knoxville, Tennessee,connection with any dispute in accordancean amount up to, but not exceeding 20 percent of Executive’s Base 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 such disputes is mandatory and in lieu of any and all civil causes of action and lawsuits either party may have against the other arising out of Executive’s employment with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any personCompany, or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claimseparation therefrom. Such arbitration shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be enteredheld in any court having jurisdiction thereof.​. This [Section 9]provision 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 a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].not, however,

Except to the extent provided for in subsection # above, the Company and Executive agree that any claim, dispute or controversy arising under or claim arising out of or relating toin connection with this Agreement or the breach thereofAgreement, or otherwise arising out of the Executive’in connection with Executive's employment by the Company or the termination of thathis employment (including, without limitation, any claimssuch claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of unlawful employment discrimination whether based on agethe Company's employee benefit plans, policies or otherwise) shall, to the fullest extent permittedprograms) shall be resolved solely and exclusively by law,binding, confidential, arbitration. The arbitration shall be settled by arbitrationheld in any forum and formRockville, MD (or at such other location as shall be mutually agreed upon by the parties or,parties). The arbitration shall be conducted in accordance with the absence of such an agreement, under the auspicesCommercial Rules of the American Arbitration Association (“AAA”(the "AAA") in Knoxville, Tennessee, in accordance witheffect at the Employment Dispute Resolution Rulestime of the AAA, including, but not limited to,arbitration, including the rulesExpedited Procedures. All fees and proceduresexpenses 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 law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being 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 selectionarbitration proceeding. The decision of arbitrators. In the event thatarbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate 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 personclaim, dispute or entitycontroversy against the other in a proceeding other than the Executive orarbitration provided for herein, the Company may be aresponding party with regard to any such controversy or claim, such controversy or claim shall be submittedentitled to arbitration subjectdismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney's fees related 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 a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].action.

In the event of any dispute or claim relating to or arising out of or relating toyour employment relationship with the Company, this Agreement or the breach thereof or otherwise arising out of the Executive’s employmentagreement, or the termination of thatyour employment with the Company for any reason (including, without limitation,but not limited to, any claims of unlawful employmentbreach of contract, wrongful termination or age, sex, race, national origin, disability or other discrimination whether based on age or otherwise) shall, to the fullest extent permittedharassment), all such disputes shall be fully, finally and exclusively resolved by law, be settledbinding arbitration conducted by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) under AAA’s National Rules for the Resolution of Employment Disputes then in Knoxville, Tennessee, in accordance witheffect, which are available online at the Employment Dispute Resolution Rules ofAAA’s website at www.adr.org or by requesting a copy from the AAA, including, but not limited to, the rulesCompany. You and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regardhereby waive your respective rights to have any such controversydisputes or claim, such controversyclaims tried before a judge 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 a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].jury.

Arbitration. Any dispute, claim or controversy or claimbased on, arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’Executive’s employment or the termination of 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,this Agreement shall be settled by final and binding arbitration in any forum and form agreed upon bySan Diego, California, before a single neutral arbitrator in accordance with the parties or, inNational Rules for the absenceResolution of such an agreement, under the auspicesEmployment Disputes (the “Rules”) of the American Arbitration Association (“AAA”(“AAA”) in Knoxville, Tennessee, in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules, and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the 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 uponjudgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.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 agree that, to the extent permitted by law, the 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 all other fees and costs, shall be borne by the Company. This [Section 9]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 this Agreement or relating to Executive’s 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 specifically enforceable. Notwithstandingarbitrated pursuant to the foregoing,terms of this [Section 9]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 precludebe entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either partyparty’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from pursuing aany court action forof competent jurisdiction as may be necessary to protect their rights and interests pending the sole purposeoutcome of obtaining a temporary restraining orderarbitration, including without limitation injunctive relief, in any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or a preliminary injunction in circumstances in whichany similar statute of an applicable jurisdiction. Seeking any such relief is appropriate; provided that any other relief shall not be pursued through an arbitration proceeding pursuantdeemed to this [Section 9].be a waiver of such party’s right to compel arbitration. Each party hereby expressly waives his, her or its right to a jury trial.

Arbitration. Any controversy or claim arising out of or relating to this AgreementAgreement, or the breach thereof or otherwise arising out of the Executive’s employment or the termination of 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,thereof, shall be settled by binding arbitration in any forum and form agreed uponadministered by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Knoxville, Tennessee, in accordance with theunder its Employment Dispute ResolutionArbitration Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the 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 uponMediation Procedures, and judgment on the award rendered by the arbitratorarbitrator(s) may be entered in any court having jurisdiction thereof. This [Section 9]Both the Company and Executive hereby consent to this binding arbitration provision. The existence of any claim or cause of action by Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any provision hereof. The Company’s remedies for breach of this Agreement shall be specifically enforceable. Notwithstandingcumulative and the foregoing, this [Section 9]pursuit of one remedy shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided thatbe deemed to exclude any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].remedies.

In the event of any dispute or claim relating to or arising out of or relating toyour employment relationship with the Company, this Agreement or the breach thereof or otherwise arising out of the Executive’s employmentagreement, or the termination of thatyour employment with the Company for any reason (including, without limitation,but not limited to, any claims of unlawful employment discrimination whether based on agebreach of contract, defamation, wrongful termination or otherwise) shall, toage, sex, sexual orientation, race, color, national origin, ancestry, marital status, religious creed, physical or mental disability or medical condition or other discrimination, retaliation or harassment), you and the fullest extent permittedCompany agree that all such disputes shall be fully resolved by law, be settledconfidential, binding arbitration conducted by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices ofa single arbitrator through the American Arbitration Association (“AAA”) under the AAA’s National Rules for the Resolution of Employment Disputes then in Knoxville, Tennessee,effect, which are available online at the AAA’s website at www.adr.org. The arbitrator shall permit adequate discovery and is empowered to award all remedies otherwise available in accordance with the Employment Dispute Resolution Rulesa court of the AAA, including, but not limited to, the rulescompetent jurisdiction and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the 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 awardjudgment rendered by the arbitrator may be entered inby any court having jurisdiction thereof. This [Section 9]of competent jurisdiction. By executing this letter, you and the Company are both waiving the right to a jury trial with respect to any such disputes. Company shall be specifically enforceable. Notwithstandingbear the foregoing, this [Section 9]costs of the arbitrator, forum and filing fees. Each party shall not preclude either party from pursuing a court action forbear its own respective attorney fees and all other costs, unless otherwise provided by law and awarded by the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].arbitrator.

Settlement of Disputes; Arbitration. Any dispute or controversy arising under or claim arising out of or relating toin connection with this Agreement or the breach thereof or otherwise arising out ofshall be settled, at the Executive’s employment or the termination of 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 settledelection, either by arbitration in any forum and form agreed upon byChicago, Illinois in accordance with the parties or, in the absence of such an agreement, under the auspicesrules of the American Arbitration Association (“AAA”)then in Knoxville, Tennessee,effect or by litigation; provided, however, that in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other thanof a dispute regarding whether the Executive orExecutive’s employment has been terminated for Cause, the Companyevidentiary standard set forth in this Agreement shall apply. Judgment 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’entered on the arbitrator’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 a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 9].jurisdiction.