INDUSTRY WHOSE BUSINESS OPERATIONS ARE NOT SUBSTANTIALLY AND
DIRECTLY COMPETITIVE WITH THOSE OF COMPANY; AND (B) THE RESTRICTIONS SET FORTH
IN CLAUSE (IV) OF THE PRECEDING SENTENCE SHALL NOT APPLY TO ANY STATEMENTS BY
EMPLOYEE THAT ARE MADE TRUTHFULLY IN RESPONSE TO A SUBPOENA OR AS OTHERWISE
REQUIRED BY APPLICABLE LAW OR OTHER COMPULSORY LEGAL PROCESS.
COMPANY AGREES TO
DIRECT THE MEMBERS OF ITS BOARD AND EXECUTIVE MANAGEMENT TEAM TO NOT ENGAGE IN
ANY CONDUCT OR TO MAKE ANY STATEMENTS, OR DIRECT ANY OTHER PERSON TO ENGAGE IN
ANY CONDUCT OR TO MAKE ANY STATEMENTS, THAT DISPARAGE, CRITICIZE OR OTHERWISE
IMPAIRS THE REPUTATION OF EMPLOYEE.
SECTION 10.
CONFIDENTIALITY AGREEMENT; INDEMNITY AGREEMENT.
EMPLOYEE AND
COMPANY ARE PARTIES TO THAT CERTAIN CONFIDENTIAL INFORMATION, PROPRIETARY RIGHTS
AND ARBITRATION AGREEMENT DATED SEPTEMBER 21, 2016 (THE "CONFIDENTIALITY
AGREEMENT") AND THAT CERTAIN INDEMNITY AGREEMENT DATED AS OF AUGUST 26, 2014.
EMPLOYEE AND COMPANY AGREE THAT, OTHER THAN THE ARBITRATION PROVISIONS SET FORTH
IN THE CONFIDENTIALITY AGREEMENT, WHICH ARE EXPRESSLY SUPERSEDED HEREBY, NOTHING
IN THIS AGREEMENT LIMITS OR SUPERSEDES ANY OF THE PROVISIONS CONTAINED IN THE
CONFIDENTIALITY AGREEMENT OR THE INDEMNITY AGREEMENT, ALL OF WHICH REMAIN IN
FULL FORCE AND EFFECT BETWEEN EMPLOYEE AND COMPANY AND ARE HEREBY REAFFIRMED IN
ALL RESPECTS.
SECTION 11.
ARBITRATION.
(A)
SUBJECT CLAIMS; INITIATION OF BINDING ARBITRATION.
COMPANY AND EMPLOYEE
AGREE THAT ALL (I) DISPUTES AND CLAIMS OF ANY NATURE THAT EMPLOYEE MAY HAVE
AGAINST COMPANY AND ANY SUBSIDIARIES OR AFFILIATES AND THEIR OFFICERS AND
EMPLOYEES, INCLUDING ALL FEDERAL OR STATE STATUTORY, CONTRACTUAL, AND COMMON LAW
CLAIMS (INCLUDING ALL EMPLOYMENT DISCRIMINATION CLAIMS) ARISING FROM,
CONCERNING, OR RELATING IN ANY WAY TO OUR EMPLOYMENT RELATIONSHIP, (II) ALL
DISPUTES AND CLAIMS OF ANY NATURE THAT COMPANY MAY HAVE AGAINST EMPLOYEE, OR
(III) ANY DISPUTE AMONG US ABOUT THE ARBITRABILITY OF ANY CLAIMS OR CONTROVERSY
WILL BE RESOLVED OUT OF COURT.
ANY SUCH CLAIMS WILL BE SUBMITTED EXCLUSIVELY
FIRST TO MANDATORY MEDIATION AND, IF MEDIATION IS UNSUCCESSFUL, TO MANDATORY
ARBITRATION.
(B)
ARBITRATION PROCEDURE.
UNLESS OTHERWISE AGREED IN WRITING BY COMPANY AND
EMPLOYEE, ANY ARBITRATION PROCEEDING WILL BE HELD IN HOUSTON, TEXAS.
THE
ARBITRATION
12
WILL BE CONDUCTED UNDER THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT
DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA RULES").
THE CLAIM WILL
BE SUBMITTED TO A SINGLE EXPERIENCED, NEUTRAL EMPLOYMENT ARBITRATOR SELECTED IN
ACCORDANCE WITH THE AAA RULES.
THE ARBITRATOR SHALL HAVE FULL AUTHORITY TO
AWARD OR GRANT ALL REMEDIES PROVIDED BY LAW.
THE ARBITRATOR SHALL HAVE FULL
AUTHORITY TO PERMIT ADEQUATE DISCOVERY.
AT THE CONCLUSION OF THE ARBITRATION
PROCEEDING, THE ARBITRATOR SHALL ISSUE A WRITTEN, REASONED AWARD.
THE AWARD OF
THE ARBITRATION SHALL BE FINAL AND BINDING.
A JUDGMENT UPON THE AWARD MAY BE
ENTERED AND ENFORCED BY ANY COURT HAVING JURISDICTION.
EACH PARTY SHALL PAY THE
FEES OF THEIR RESPECTIVE ATTORNEYS, THE EXPENSES OF THEIR WITNESSES, AND ANY
OTHER EXPENSES INCURRED BY SUCH PARTY IN CONNECTION WITH THE ARBITRATION,
PROVIDED, HOWEVER, THAT COMPANY SHALL PAY FOR THE FEES OF THE ARBITRATOR AND THE
ADMINISTRATIVE AND FILING FEES