Conciliation and Arbitration. (a) In the event of any dispute, controversy or claim arising out of or relating in any manner to the employment or termination of Executive, or any provision of this Agreement, the Stock Option Award Agreement or the Note, or the interpretation, enforceability, performance, breach, termination or validity hereof or thereof, including, without limitation, this Section 10.2 (a ------------ "Dispute"), the parties shall attempt, in good faith, to amicably resolve the Dispute. Either party may give the other party written notice of any Dispute not resolved in the normal course of business. Within five (5) business days after receipt of said notice, the Chief Executive Officer of the Company (or a reasonable substitute therefor) and Executive shall negotiate in good faith to resolve the Dispute for a period of thirty (30) days. (b) Except as specifically stated in Sections 10.2(a) and -------------------- 10.2(f), all Disputes shall be resolved by arbitration. Disputes shall include, ------ but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers' compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Disputes shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, defamation, invasion of privacy, and claims related to disability. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Disputes. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ANY DISPUTE. (c) Arbitration of Disputes shall be in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA Employment Rules"), except as provided otherwise in this Agreement. Arbitration shall be initiated by providing written notice to the other party with a statement of the claim(s) asserted, the facts upon which the claim(s) are based, and the remedy sought. The burden of proof in any arbitration shall be allocated as provided by applicable law, unless otherwise specified in this Agreement. Either party may bring an action in court to compel arbitration under this Agreement, the Stock Option Award Agreement or the Note and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Dispute. All arbitration hearings under this Agreement, the Stock Option Award Agreement or the Note shall be conducted in Honolulu, Hawaii. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 10.2, if applicable; otherwise, this Section 10.2 shall be ------------ ------------ governed, interpreted and enforced under Chapter 658 of the Hawaii Revised Statutes. (d) All Disputes shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and fees as a court would have for the particular claim(s) asserted. The fees and expenses of any arbitration (including the fees and expenses of the arbitrator, attorneys and expert witnesses) shall be paid by the losing party, as identified by the arbitrator. The arbitrator shall have exclusive authority to resolve all Disputes, including, but not limited to, any claim or allegation that all or any part of this Agreement, the Stock Option Award Agreement or the Note is void or unenforceable. (e) All proceedings and all documents prepared in connection with any Dispute shall be confidential and, unless otherwise required by law, the subject matter thereof shall not be disclosed to any person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if involved, the court and court staff. All documents filed with the arbitrator or with a court shall be filed under seal. The parties shall stipulate to all arbitration and court orders necessary to effectuate fully the provisions of this subsection concerning confidentiality. (f) If Executive breaches Section 2.2 or 7, the parties ---------------- acknowledge that the damage or imminent damage to the Company's business or its goodwill would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, notwithstanding any other provision in this Agreement, the Company shall have the right to pursue a claim for injunctive relief, damages and attorneys' fees in a court of competent jurisdiction for Executive's breach of Executive's obligations pursuant to Section 2.2 or 7 of this Agreement, in addition to any other relief available to ---------------- the Company under this Agreement or under law. If Executive prevails in any such litigation, Executive shall be entitled to the fees and expenses incurred in connection with Executive's defense thereunder, including expert witness costs and attorneys' fees.
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Conciliation and Arbitration. (a) In the event of any dispute, controversy or claim arising out of or relating in any manner to the employment or termination of Executive, or any provision of this Agreement, the Stock Option Award Agreement or the Note, or the interpretation, enforceability, performance, breach, termination or validity hereof or thereof, including, without limitation, this Section 10.2 (a ------------ "Dispute"), the parties shall attempt, in good faith, to amicably resolve the Dispute. Either party may give the other party written notice of any Dispute not resolved in the normal course of business. Within five (5) business days after receipt of said notice, the Chief Executive Officer of the Company (or a reasonable substitute therefor) and Executive shall negotiate in good faith to resolve the Dispute for a period of thirty (30) days.
(b) Except as specifically stated in Sections 10.2(a) and -------------------- 10.2(f), all Disputes shall be resolved by arbitration. Disputes shall include, ------ ------- but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers' compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Disputes shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, defamation, invasion of privacy, and claims related to disability. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Disputes. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ANY DISPUTE.
(c) Arbitration of Disputes shall be in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA Employment Rules"), except as provided otherwise in this Agreement. Arbitration shall be initiated by providing written notice to the other party with a statement of the claim(s) asserted, the facts upon which the claim(s) are based, and the remedy sought. The burden of proof in any arbitration shall be allocated as provided by applicable law, unless otherwise specified in this Agreement. Either party may bring an action in court to compel arbitration under this Agreement, the Stock Option Award Agreement or the Note and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Dispute. All arbitration hearings under this Agreement, the Stock Option Award Agreement or the Note shall be conducted in Honolulu, Hawaii. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 10.2, if ------------ applicable; otherwise, this Section 10.2 shall be ------------ ------------ governed, interpreted and ------------ enforced under Chapter 658 of the Hawaii Revised Statutes.
(d) All Disputes shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and fees as a court would have for the particular claim(s) asserted. The fees and expenses of any arbitration (including the fees and expenses of the arbitrator, attorneys and expert witnesses) shall be paid by the losing party, as identified by the arbitrator. The arbitrator shall have exclusive authority to resolve all Disputes, including, but not limited to, any claim or allegation that all or any part of this Agreement, the Stock Option Award Agreement or the Note is void or unenforceable.
(e) All proceedings and all documents prepared in connection with any Dispute shall be confidential and, unless otherwise required by law, the subject matter thereof shall not be disclosed to any person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if involved, the court and court staff. All documents filed with the arbitrator or with a court shall be filed under seal. The parties shall stipulate to all arbitration and court orders necessary to effectuate fully the provisions of this subsection concerning confidentiality.
(f) If Executive breaches Section 2.2 or 7, the parties acknowledge ---------------- acknowledge that the damage or imminent damage to the Company's business or its goodwill would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, notwithstanding any other provision in this Agreement, the Company shall have the right to pursue a claim for injunctive relief, damages and attorneys' fees in a court of competent jurisdiction for Executive's breach of Executive's obligations pursuant to Section 2.2 or 7 of this Agreement, in addition to any other relief available to ---------------- the Company under this Agreement or under law. If Executive prevails in any such litigation, Executive shall be entitled to the fees and expenses incurred in connection with Executive's defense thereunder, including expert witness costs and attorneys' fees.
Appears in 1 contract
Conciliation and Arbitration. (a) In the event of any dispute, controversy or claim arising out of or relating in any manner to the employment or termination of Executive, or any provision of this Agreement, the Stock Option Award Agreement or the Note, or the interpretation, enforceability, performance, breach, termination or validity hereof or thereof, including, without limitation, this Section 10.2 ------------ (a ------------ "Dispute"), the parties shall attempt, in good faith, to amicably resolve the Dispute. Either party may give the other party written notice of any Dispute not resolved in the normal course of business. Within five (5) business days after receipt of said notice, the Chief Executive Officer of the Company (or a reasonable substitute therefor) and Executive shall negotiate in good faith to resolve the Dispute for a period of thirty (30) days.
(b) Except as specifically stated in Sections 10.2(a) and -------------------- 10.2(f), all Disputes shall be resolved by arbitration. Disputes shall include, ------ ------- but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers' compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Disputes shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, defamation, invasion of privacy, and claims related to disability. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Disputes. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ANY DISPUTE.
(c) Arbitration of Disputes shall be in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA Employment Rules"), except as provided otherwise in this Agreement. Arbitration shall be initiated by providing written notice to the other party with a statement of the claim(s) asserted, the facts upon which the claim(s) are based, and the remedy sought. The burden of proof in any arbitration shall be allocated as provided by applicable law, unless otherwise specified in this Agreement. Either party may bring an action in court to compel arbitration under this Agreement, the Stock Option Award Agreement or the Note and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Dispute. All arbitration hearings under this Agreement, the Stock Option Award Agreement or the Note shall be conducted in Honolulu, Hawaii. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 10.2, if ------------ applicable; otherwise, this Section 10.2 shall be ------------ ------------ governed, interpreted and ------------ enforced under Chapter 658 of the Hawaii Revised Statutes.
(d) All Disputes shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and fees as a court would have for the particular claim(s) asserted. The fees and expenses of any arbitration (including the fees and expenses of the arbitrator, attorneys and expert witnesses) shall be paid by the losing party, as identified by the arbitrator. The arbitrator shall have exclusive authority to resolve all Disputes, including, but not limited to, any claim or allegation that all or any part of this Agreement, the Stock Option Award Agreement or the Note is void or unenforceable.
(e) All proceedings and all documents prepared in connection with any Dispute shall be confidential and, unless otherwise required by law, the subject matter thereof shall not be disclosed to any person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if involved, the court and court staff. All documents filed with the arbitrator or with a court shall be filed under seal. The parties shall stipulate to all arbitration and court orders necessary to effectuate fully the provisions of this subsection concerning confidentiality.
(f) If Executive breaches Section 2.2 or 7, the parties ---------------- acknowledge that the damage or imminent damage to the Company's business or its goodwill would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, notwithstanding any other provision in this Agreement, the Company shall have the right to pursue a claim for injunctive relief, damages and attorneys' fees in a court of competent jurisdiction for Executive's breach of Executive's obligations pursuant to Section 2.2 or 7 of this Agreement, in addition to any other relief available to ---------------- the Company under this Agreement or under law. If Executive prevails in any such litigation, Executive shall be entitled to the fees and expenses incurred in connection with Executive's defense thereunder, including expert witness costs and attorneys' fees.
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