ALL CLAIMS, DISPUTES AND OTHER MATTERS IN QUESTION ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE PERFORMANCE HEREOF, SHALL BE SUBMITTED TO, AND DETERMINED BY, ARBITRATION IF GOOD FAITH NEGOTIATIONS AMONG THE PARTIES HERETO, IF ANY, DO NOT RESOLVE SUCH CLAIM, DISPUTE OR OTHER MATTER. SUCH ARBITRATION SHALL PROCEED IN ACCORDANCE WITH THE THEN-CURRENT RULES FOR ARBITRATION ESTABLISHED BY JUDICIAL ARBITRATION MEDIATION SERVICES, INC./ENDISPUTE (“JAMS”), UNLESS THE PARTIES HERETO MUTUALLY AGREE OTHERWISE, AND PURSUANT TO THE FOLLOWING PROCEDURES: (A) THE COMPANY ON THE ONE HAND AND EMPLOYEE ON THE OTHER HAND SHALL APPOINT AN ARBITRATOR FROM THE JAMS PANEL OF RETIRED JUDGES, AND THOSE PARTY-APPOINTED ARBITRATORS SHALL APPOINT A THIRD ARBITRATOR FROM THE JAMS PANEL OF RETIRED JUDGES WITHIN TEN (10) DAYS; IF THE PARTY-APPOINTED ARBITRATORS FAIL TO APPOINT A THIRD ARBITRATOR WITHIN THE TEN (10) DAYS, SUCH THIRD ARBITRATOR SHALL BE APPOINTED BY JAMS IN ACCORDANCE WITH ITS RULES; (B) REASONABLE DISCOVERY SHALL BE ALLOWED IN ARBITRATION; (C) ALL PROCEEDINGS BEFORE THE ARBITRATORS SHALL BE HELD IN ORANGE COUNTY, CALIFORNIA; (D) THE AWARD RENDERED BY THE ARBITRATORS SHALL BE FINAL AND BINDING, AND JUDGMENT MAY BE ENTERED IN ACCORDANCE WITH APPLICABLE LAW AND IN ANY COURT HAVING JURISDICTION THEREOF; (E) THE AWARD RENDERED BY THE ARBITRATORS SHALL INCLUDE (I) A PROVISION THAT THE PREVAILING PARTY IN SUCH ARBITRATION RECOVER ITS COSTS RELATING TO THE ARBITRATION AND REASONABLE ATTORNEYS’ FEES FROM THE OTHER PARTY, (II) THE AMOUNT OF SUCH COSTS AND FEES, AND (III) AN ORDER THAT THE LOSING PARTY PAY THE FEES AND EXPENSES OF THE ARBITRATORS. THE ARBITRATOR SHALL BY THE AGREEMENT OF THE PARTIES EXPRESSLY BE PROHIBITED FROM AWARDING PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM BEING RESOLVED BY ARBITRATION HEREUNDER.