ITS THEN-CURRENT APPLICABLE RULES AND PROCEDURES
FOR EMPLOYMENT DISPUTES.
IF FOR ANY REASON JAMS CANNOT SERVE AS THE ARBITRATION
ADMINISTRATOR, THEN THE AMERICAN ARBITRATION ASSOCIATION (AAA) SHALL SERVE AS
ARBITRATION ADMINISTRATOR UNDER ALL APPLICABLE TERMS OF THIS AGREEMENT.
SUBJECT
TO THE PROCEDURES OF THE ARBITRATION ADMINISTRATOR, THE ARBITRATOR SHALL RENDER
A DECISION IN ARBITRATION STRICTLY IN ACCORDANCE WITH APPLICABLE LAW.
(C)
THE FEES CHARGED BY THE ARBITRATION ADMINISTRATOR AND/OR THE
INDIVIDUAL ARBITRATOR SHALL BE BORNE BY COMPANY, EXCEPT FOR ANY INITIAL
REGISTRATION FEE, WHICH THE EXECUTIVE AND COMPANY SHALL BEAR EQUALLY.
OTHERWISE, SUBJECT TO THE TERMS OF THIS SECTION AND SECTION 10.12(C) THE
EXECUTIVE AND COMPANY SHALL EACH BEAR THEIR OWN COSTS, EXPENSES, AND ATTORNEYS'
FEES INCURRED IN ARBITRATION.
EXECUTIVE MAY BUT IS NOT REQUIRED TO HAVE THE
REPRESENTATION OF COUNSEL IN ARBITRATION.
WITHIN THE ARBITRATOR'S DISCRETION,
THE PARTY THAT PREVAILS IN ARBITRATION MAY RECOVER ITS ARBITRATION EXPENSES, ITS
PORTION OF THE FEES AND COSTS CHARGED BY THE
17
ARBITRATION ADMINISTRATOR, AND THE FEES OF THE ARBITRATOR, AS APPLICABLE, NO
MATTER WHICH PARTY MADE THE INITIAL COMPLAINT.
(D)
BOTH DURING AND AFTER THE ENTIRE ARBITRATION PROCESS AS
CONTEMPLATED HEREIN, THE ARBITRATION ITSELF AND INFORMATION AND DISCOVERY
DISCLOSED IN THE ARBITRATION PROCESS ("ARBITRATION INFORMATION") SHALL BE
MAINTAINED IN STRICTEST CONFIDENCE BY THE PARTIES AND THEIR COUNSEL AND BY THE
AUTHORIZED PARTY TO WHOM ARBITRATION INFORMATION IS DISCLOSED.
ARBITRATION
INFORMATION MAY BE USED, POSSESSED, AND DISCLOSED ONLY AS ALLOWED IN THIS
AGREEMENT, AND ONLY FOR THE PURPOSES OF ARBITRATION AND RELATED PROCEEDINGS
PURSUANT TO THIS AGREEMENT, AND FOR NO OTHER PURPOSE WHATSOEVER.
ACCORDINGLY,
WITHOUT LIMITATION, ARBITRATION INFORMATION MAY NOT BE DISCLOSED:
(1) TO ANY
JUDICIAL, GOVERNMENTAL, REGULATORY, ADMINISTRATIVE, ARBITRAL, CORPORATE, OR
OTHER ENTITY NOT ADMINISTERING ARBITRATION UNDER THIS AGREEMENT OR HEARING A
REVIEW OF THE ARBITRATION DECISION (TO THE EXTENT SUCH REVIEW IS ALLOWED BY
APPLICABLE LAW); (2) TO ANY MEMBER OF THE GENERAL PUBLIC; OR (3) TO THE MEDIA;
PROVIDED, HOWEVER, THAT ARBITRATION INFORMATION MAY BE DISCLOSED:
(A) TO THE
PARTIES AND THEIR RESPECTIVE ADVISORS, CONSULTANTS AND EXPERTS (AND SUCH
PARTIES' AUTHORIZED EMPLOYEES AND AGENTS); (B) TO THE ARBITRATOR AND ARBITRATION
ADMINISTRATOR (AND THEIR AUTHORIZED STAFFS); (C) TO FACT WITNESSES REASONABLY
EXPECTED TO OFFER RELEVANT EVIDENCE IN AN ARBITRATION PROCEEDING; (D) AS ORDERED
BY OR FOR THE PURPOSE OF AN ARBITRATION APPEAL TO A COURT OF COMPETENT
JURISDICTION; AND (E) TO ANY PERSON BY COMPANY OR ANY OF ITS RELATED ENTITIES,
TO THE EXTENT REQUIRED BY LAW OR THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION OR ANY APPLICABLE STOCK EXCHANGE.
THE ARBITRATOR SHALL,
UPON REQUEST, ISSUE ALL PRESCRIPTIVE ORDERS AS MAY BE REQUIRED TO ENFORCE AND
MAINTAIN THIS COVENANT OF CONFIDENTIALITY DURING THE COURSE OF THE ARBITRATION
AND AFTER THE CONCLUSION OF SAME.
10.3
SETTLEMENT OF EXISTING RIGHTS.
IN EXCHANGE FOR THE OTHER TERMS OF
THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES AND AGREES THAT: (A) EXECUTIVE'S ENTRY
INTO THIS AGREEMENT IS A CONDITION OF EMPLOYMENT WITH COMPANY; (B) EXCEPT AS
OTHERWISE PROVIDED HEREIN, THIS AGREEMENT WILL REPLACE ANY EXISTING