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 10.13(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 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 ANY
AUTHORIZED PARTY TO WHOM ARBITRATION INFORMATION IS DISCLOSED. ARBITRATION
INFORMATION MAY BE USED, POSSESSED, AND DISCLOSED ONLY AS ALLOWED IN THIS
AGREEMENT, AND ONLY
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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 SIMILAR OR
OVERLAPPING AGREEMENT BETWEEN THE PARTIES AND THEREBY ACT AS A