Exhibit 10.3
CHANGE IN CONTROL
AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT
(this “ Agreement ”), effective as of December
, 2006 (the “Effective
Date”) is entered into by and among Sunstone Hotel Investors,
Inc., a Maryland corporation (the “ Company ”)
and Ken Cruse (the “ Executive ”).
WHEREAS, the Executive is employed
by the Company as its Chief Financial Officer; and
WHEREAS, the Board of Directors of
the Company (the “ Board ”) believes that it is
in the best interest of the Company that the Executive be
reasonably secure in his employment and position with the Company,
so that the Executive can exercise independent judgment as to the
best interest of the Company and its shareholders, without
distraction by any personal uncertainties or risks regarding the
Executive’s employment with the Company created by the
possibility of a change in control of the Company.
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS:
1. Term of this
Agreement
This Agreement will continue in
effect until the earlier of: (a) the termination or cessation
of the Executive’s employment with the Company before a
Change in Control (as defined below), or (b) the
Company’s performance of all of its obligations, and the
Executive’s receipt of all of the payments and benefits to
which he is entitled, under this Agreement (the
“Term”).
2. Termination of Employment Upon
a Change in Control .
(a) If a Change in Control (as
defined below) occurs during the Term, and the Executive’s
employment is terminated by the Company (or its successor, as the
case may be) without Cause or by the Executive for Good Reason
(both such capitalized terms as defined below), in each case within
twelve (12) months after the effective date of the Change in
Control, then the Executive shall be entitled to the following
payments and benefits, subject to the terms and conditions set
forth in this Agreement:
(i) The Executive shall be paid, in
two lump sum payments: (A) the Executive’s earned but
unpaid base salary and accrued but unpaid vacation pay through the
Date of Termination (as defined below) and any annual bonus for any
fiscal year of the Company that ends on or before the Date of
Termination to the extent not previously paid (the “
Accrued Obligations ”), and (B) an amount (the
“ Severance Amount ”) equal to two
(2) times the sum of (x) the base salary in effect on the
Date of Termination plus (y) the Bonus Severance Amount (as
defined below) in effect on the Date of Termination. For purposes
hereof, the “Bonus Severance Amount” shall equal the
lesser of the Executive’s target annual
bonus for the year in which the Date
of Termination takes place or the actual annual bonus that the
Executive earned in the calendar year prior to the year in which
the Date of Termination occurs. The Accrued Obligations shall be
paid when due under California law and the Severance Amount shall
be paid no later than 60 days after the Date of
Termination;
(ii) For a period of eighteen
(18) months following the Termination Date, the Company shall,
at the Company’s sole expense, continue to provide the
Executive and the Executive’s eligible family members with
group health insurance coverage at least equal to that which would
have been provided to them if the Executive’s employment had
not been terminated (or at the Company’s election, pay the
applicable COBRA premium for such coverage); provided ,
however , that if the Executive becomes re-employed with
another employer and is eligible to receive group health insurance
coverage under another employer’s plans, the Company’s
obligations under this Section 2(a)(ii) shall be
reduced to the extent comparable coverage is actually available to
the Executive and the Executive’s eligible family members,
and any such coverage shall be reported by the Executive to the
Company;
(iii) To the extent not theretofore
paid or provided, the Company shall timely pay or provide to the
Executive any vested benefits and other amounts or benefits
required to be paid or provided or which the Executive is eligible
to receive as of the Termination Date under any plan, program,
policy or practice or contract or agreement of the Company and its
affiliates; and
(iv) All outstanding stock options,
restricted stock units and other equity awards granted to the
Executive under any of the Company’s equity incentive plans
(or awards substituted therefore covering the securities of a
successor company) shall become immediately vested and exercisable
in full.
Notwithstanding the foregoing, it
shall be a condition to the Executive’s right to receive the
amounts and benefits provided for in Sections 2(a)(i)(B) ,
2(a)(ii) , 2(a)(iii) and 2(a)(iv) above that
the Executive execute, deliver to the Company and not revoke a
release of claims in substantially the form attached hereto as
Exhibit A .
(b) For purposes of this Agreement,
“ Change in Control ” shall mean the occurrence
of any of the following events:
(i) Any transaction or event
resulting in the beneficial ownership of voting securities,
directly or indirectly, by any “person” or
“group” (as those terms are defined in Sections
3(a)(9), 13(d), and 14(d) of
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the Exchange Act and the rules
thereunder) having “beneficial ownership” (as
determined pursuant to Rule 13d-3 under the Exchange Act) of
securities entitled to vote generally in the election of directors
(“voting securities”) of the Company that represent
greater than 50% of the combined voting power of the
Company’s then outstanding voting securities (unless
Executive has beneficial ownership of at least 50% of such voting
securities), other than any transaction or event resulting in the
beneficial ownership of securities:
(A) By a trustee or other fiduciary
holding securities under any employee benefit plan (or related
trust) sponsored or maintained by the Company or any person
controlled by the Company or by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any person
controlled by the Company, or
(B) By the Company or a corporation
owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of the
stock of the Company, or
(C) Pursuant to a transaction
described in clause (iii) below that would not be a Change in
Control under clause (iii);
(ii) Individuals who, as of the
Effective Date, constitute the Board (the “ Incumbent
Board ”) cease for any reason to constitute at least a
majority of the Board; provided , however , that any
individual becoming a director subsequent to the date hereof whose
election by the Company’s stockholders, or nomination for
election by the Board, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
an election contest with respect to the election or removal of
directors or other solicitation of proxies or consents by or on
behalf of a person other than the Board;
(iii) The consummation by the
Company (whether directly involving the Company or indirectly
involving the Company through one or more intermediaries) of
(x) a merger, consolidation, reorganization, or business
combination or (y) a sale or other disposition of all or
substantially all of the Company’s assets or (z) the
acquisition of assets or stock of another entity, in each case,
other than a transaction
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(A) which results in the
Company’s voting securities outstanding immediately before
the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or
indirectly, all or substantially all of the Company’s assets
or otherwise succeeds to the business of the Company (the Company
or such person, the “ Successor Entity ”))
directly or indirectly, greater than 50% of the combined voting
power of the Successor Entity’s outstanding voting securities
immediately after the transaction, and
(B) after which no person or group
beneficially owns voting securities representing greater than 50%
of the combined voting power of the Successor Entity;
provided , however , that no person or group shall be
treated for purposes of this clause (B) as beneficially owning
greater than 50% of the combined voting power of the Successor
Entity solely as a result of the voting power held in the Company
prior to the consummation of the transaction; or
(iv) The approval by the
Company’s stockholders of a liquidation or dissolution of the
Company.
For purposes of clause
(i) above, the calculation of voting power shall be made as if
the date of the acquisition were a record date for a vote of the
Company’s stockholders, and for purposes of clause
(iii) above, the calculation of voting power shall be made as
if the date of the consummation of the transaction were a record
date for a vote of the Company’s stockholders.
(c) For purposes of this Agreement,
“ Cause ” shall mean the occurrence of any one
or more of the following events:
(i) The Executive’s willful
failure to perform or gross negligence in performing his duties
owed to the Company, after ten (10) days following a written
notice being delivered to the Executive by the Board, which notice
specifies such failure or negligence;
(ii) The Executive’s
commission of an act of fraud or dishonesty in the performance of
his duties;
(iii) The Executive’s
conviction of, or entry by the Executive of a guilty or no contest
plea to, any felony or any felony or misdemeanor involving moral
turpitude;
(iv) Any breach by the Executive of
his fiduciary duty or duty of loyalty to the Company; or
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(v) The Executive’s material
breach of [the Non-Competition Agreement or the Non-Disclosure
Agreement – Question for client : are these agreements
applicable to the Executive?].
The termination of employment of the
Executive shall not be deemed to be for Cause unless and until
there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of a majority the
Board at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive and the
Executive is given an opportunity to be heard before the Board),
finding that, in the good faith opinion of the Board, sufficient
Cause exists to terminate the Executive pursuant to this
Section 2(c) ; provided , that if the Executive
is a member of the Board, the Executive shall not participate in
the deliberations regarding such resolution, vote on such
resolution, nor shall the Executive be counted in determining a
majority of the Board.
(d) For purposes of this Agreement,
“Date of Termination ” means (i) if the
Executive’s employment is terminated by the Company for
Cause, the date of receipt of the Notice of Termination or any
later date specified therein (which date shall not be more than
thirty (30) days after the giving of such notice), as the case
may be, or (ii) if the Executive’s employment is
terminated by the Executive with or without Good Reason, the Date
of Termination shall be the thirtieth day after the date on which
the Executive notifies the Company of such termination, unless
otherwise agreed by the Company and the Executive.
(e) For purposes of this Agreement,
“ Good Reason ” shall mean the occurrence of any
one or more of the following events without the Executive’s
prior written consent, unless the Company cures the circumstances
constituting Good Reason (provided such circumstances are capable
of cure) prior to the Date of Termination:
(i) A material reduction in the
Executive’s titles, duties, authority and responsibilities,
or the assignment to the Executive of any duties materially
inconsistent with the Executive’s position, authority, duties
or responsibilities as in effect immediately prior to a Change in
Control without the written consent of the Executive;
(ii) The Company’s reduction
of the Executive’s annual base salary or bonus opportunity as
in effect immediately prior to a Change in Control;
(iii) The relocation of the
Company’s headquarters to a location more than thirty five
(35) miles from the Company’s headquarters as of the
date immediately prior to a Change in Control; or
(iv) The Company’s failure to
cure a material breach of its obligations under this Agreement
within fifteen (15) days after written notice is delivered to
the Board by the Executive which specifically identifies the manner
in which the Executive believes that the Company has breached its
obligations under this Agreement.
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(f) Notice of Termination .
Any termination by the Company for Cause, or by the Executive for
Good Reason, shall be communicated by Notice of Termination to the
other parties hereto given in accordance with
Section 7(c) of this Agreement. For purposes of this
Agreement, a “ Notice of Termination ” means a
written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated and
(iii) if the Date of Termination is other than the date of
receipt of such notice, specifies the termination date (which date
shall be not more than thirty (30) days after the giving of
such notice). The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive
any right of the Executive or the Company, respectively, hereunder
or preclude the Executive or the Company, respectively, from
asserting such fact or circumstance in enforcing the
Executive’s or the Company’s rights
hereunder.
3. Full Settlement . The
Company’s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have
against the Executive or others. In no event shall the Executive be
obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of
the provisions of this Agreement and except as expressly provided,
such amounts shall not be reduced whether or not the Executive
obtains other employment. If any party to this Agreement institutes
any action, suit, counterclaim, appeal, arbitration or mediation
for any relief against another party, declaratory or otherwise
(collectively, an “ Action ”), to enforce the
terms hereof or to declare rights hereunder, then the Prevailing
Party in such Action shall be entitled to recover from the other
party all costs and expenses of the Action, including reasonable
attorneys’ fees and costs (at the Prevailing Party’s
attorneys’ then-prevailing rates) incurred in bringing and
prosecuting or defending such Action and/or enforcing any judgment,
order, ruling or award (collectively, a “ Decision
”) granted therein, all of which shall be deemed to have
accrued on the commencement of such Action and shall be paid
whether or not such Action is prosecuted to a Decision. Any
Decision entered in such Action shall contain a specific provision
providing for the recovery of attorneys’ fees and costs
incurred in enforcing such Decision. A court or arbitrator shall
fix the amount of reasonable attorneys’ fees and costs upon
the request of either party. Any judgment or order entered in any
final judgment shall contain a specific provision providing for the
recovery of all costs and expenses of suit, including reasonable
attorneys’ fees and expert fees and costs incurred in
enforcing, perfecting and executing such judgment. For the purposes
of this paragraph, costs shall include, without limitation, in
addition to costs incurred in prosecution or defense of the
underlying action,
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reasonable attorneys’ fees, costs,
expenses and expert fees and costs incurred in the following:
(a) postjudgement motions and collection actions;
(b) contempt proceedings; (c) garnishment, levy, debtor
and third party examinations; (d) discovery;
(e) bankruptcy litigation; and (f) appeals of any order
or judgment. “ Prevailing Party ” within the
meaning of this Section includes, without limitation, a party who
agrees to dismiss an Action (excluding an Action instituted in
contravention of the requirements of Paragraph 7(b) below) in
consideration for the other party’s payment of the amounts
allegedly due or performance of the covenants allegedly breached,
or obtains substantially the relief sought by such
party.
4. Certain Additional Payments by
the Company .
(a) All capitalized terms used in
this Section 4 not otherwise defined in this Agreement
are defined in Section 4(g). Anything in this Agreement
to the contrary notwithstanding and except as set forth below, in
the event it shall be determined that any Payment would be subject
to the Excise Tax, then the Executive shall be entitled to receive
an additional payment (the “ Excise Tax Gross-Up
Payment ”) in an amount such that, after payment by the
Executive of all taxes (and any interest or penalties imposed with
respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Excise Tax Gross-Up Payment, the
Executive retains an amount of the Excise Tax Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding
the foregoing provisions of this Section 4(a) , if it
shall be determined that the Executive is entitled to the Excise
Tax Gross-Up Payment, but that the Parachute Value of all Payments
does not exceed 110% of the Safe Harbor Amount, then no Excise Tax
Gross-Up Payment shall be made to the Executive and the amounts
payable under this Agreement shall be reduced so that the Parachute
Value of all Payments, in the aggregate, equals the Safe Harbor
Amount. The reduction of the amounts payable hereunder, if
applicable, shall be made by first reducing the payments under
Section 2(a)(i) , unless an alternative method of
reduction is elected by the Executive, and in any event shall be
made in such a manner as to maximize the Value of all Payments
actually made to the Executive. For purposes of reducing the
Payments to the Safe Harbor Amount, only amounts payable under this
Agreement (and no other Payments) shall be reduced. If the
reduction of the amount payable under this Agreement would not
result in a reduction of the Parachute Value of all Payments to the
Safe Harbor Amount, no amounts payable under the Agreement shall be
reduced pursuant to this Section 4(a) . The
Company’s obligation to make Excise Tax Gross-Up Payments
under this Section 4 shall not be conditioned upon the
Executive’s termination of employment.
(b) Subject to the provisions of
Section 4(c) , all determinations required to be made
under this Section 4 , including whether and when an
Excise Tax Gross-Up Payment is required, the amount of such Excise
Tax Gross-Up Payment and the assumptions to be utilized in arriving
at such determination,
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shall be made by such nationally
recognized accounting firm as may be selected by the Company and
reasonably acceptable to the Executive (the “ Accounting
Firm ”); provided , that the Accounting
Firm’s determination shall be made based upon
“substantial authority” within the meaning of
Section 6662 of the Code. The Accounting Firm shall provide
detailed supporting calculations both to the Company and the
Executive within 15 business days of the receipt of notice from the
Executive that there has been a Payment or such earlier time as is
requested by the Company. All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Excise Tax Gross-Up
Payment, as determined pursuant to this Section 4 ,
shall be paid by the Company to the Executive within five days of
the receipt of the Accounting Firm’s determination. Any
determination by the Accounting Firm shall be binding upon the
Company and the Executive, unless the Company obtains an opinion of
outside legal counsel, based upon at least “substantial
authority” within the meaning of Section 6662 of the
Code, reaching a different determination, in which event such legal
opinion shall be binding upon the Company and the Executive. As a
result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Excise Tax Gross-Up
Payments that will not have been made by the Company should have
been made (the “ Underpayment ”), consistent
with the calculations required to be made hereunder. In the event
the Company exhausts its remedies pursuant to
Section 8(c) and the Executive thereafter is required
to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive.
(c) The Executive shall notify the
Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of
the Excise Tax Gross-Up Payment. Such notification shall be given
as soon as practicable, but no later than 10 business days after
the Executive is informed in writing of such claim. The Executive
shall apprise the Company of the nature of such claim and the date
on which such claim is requested to be paid. The Executive shall
not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the
Company (or such shorter period ending on the date that any payment
of taxes with respect to such claim is due). If the Company
notifies the Executive in writing prior to the expiration of such
period that the Company desires to contest such claim, the
Executive shall:
(i) give the Company any information
reasonably requested by the Company relating to such
claim,
(ii) take such action in connection
with contesting such claim as the Company shall reasonably request
in writing from time to-time, including, without limitation,
accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company,
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(iii) cooperate with the Company in
good faith in order effectively to contest such claim,
and
(iv) permit the Company to
participate in any proceedings relating to such claim;
provided , however , that the Company shall bear
and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such-contest,
and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including
interest and penalties) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 4(c) , the Company
shall control all proceedings taken in connection with such
contest, and, at its sole discretion, may pursue or forgo any and
all administrative appeals, proceedings, hearings and conferences
with the applicable taxing authority in respect of such claim and
may, at its sole discretion, either direct the Executive to pay the
tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts,
as the Company shall determine; provided , however ,
that, if the Company directs the Executive to pay such claim and
sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis, and shall
indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or penalties)
imposed with respect to such advance or with respect to any imputed
income in connection with such advance; and provided ,
further , that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the
Company’s control of the contest shall be limited to issues
with respect to which the Excise Tax Gross-Up Payment would be
payable hereunder, and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.
(d) If, after the receipt by the
Executive of an Excise Tax Gross-Up Payment or an amount advanced
by the Company pursuant to Section 4(c) , the Executive
becomes entitled to receive any refund with respect to the Excise
Tax to which such Excise Tax Gross-Up Payment relates or with
respect to such claim, the Executive shall (subject to the
Company’s complying with the requirements of
Section 4(c) , if applicable) promptly pay to the
Company the amount of such refund (together with any interest paid
or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company
pursuant to Section 4(c) , a determination is made that
the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing
of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance
shall be forgiven and shall not be required to be repaid and the
amount of such advance shall offset, to the extent thereof, the
amount of Excise Tax Gross-Up Payment required to be
paid.
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(e) Notwithstanding any other
provision of this Section 4 , the Company may, in its
sole discretion, withhold and pay over to the Internal Revenue
Service or any other applicable taxing authority, for the benefit
of the Executive, all or any portion of any Excise Tax Gross-Up
Payment, and the Executive hereby consents to such
withholding.
(f) Any other liability for unpaid
or unwithheld Excise Taxes shall be borne exclusively by the
Company, in accordance with Section 3403 of the Code. The
foregoing sentence shall not in any manner relieve the Company of
any of its obligations under this Employment Agreement.
(g) Definitions . The
following terms shall have the following meanings for purposes of
this Section 4 :
(i) “ Excise Tax
” shall mean the excise tax imposed by Section 4999 of
the Code, together with any interest or penalties imposed with
respect to such excise tax.
(ii) “ Parachute Value
” of a Payment shall mean the present value as of the date of
the change of control for purposes of Section 280G of the Code
of the portion of such Payment that constitutes a “parachute
payment” under Section 280G(b)(2), as determined by the
Accounting Firm for purposes of determining whether and to what
extent the Excise Tax will apply to such Payment.
(iii) A “ Payment
” shall mean any payment or distribution in the nature of
compensation (within the meaning of Section 280G(b)(2) of the
Code) to or for the benefit of the Executive, which is paid or
payable pursuant to this Agreement or any other plan or agreement
of the Company.
(iv) The “ Safe Harbor
Amount ” shall mean 2.99 times the Executive’s
“base amount,” within the meaning of
Section 280G(b)(3) of the Code.
(v) “ Value ” of
a Payment shall mean the economic present value of a Payment as of
the date of the change of control for purposes of Section 280G
of the Code, as determined by the Accounting Firm using the
discount rate required by Section 280G(d)(4) of the
Code.
5. Indemnification Agreement
. On the Effective Date, the Company and the Executive shall enter
into an indemnification agreement in substantially the form
attached hereto as Exhibit B (the “Indemnification
Agreement”).
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6. Successors .
(a) This Agreement is personal to
the Executive and without the prior written consent of the Company
shall not be assignable by the Executive otherwise than by will or
the laws of descent and distribution. This Agreement shall inure to
the benefit of and be enforceable by the Executive’s legal
representatives.
(b) This Agreement shall inure to
the benefit of and be binding upon the Company and its successors
and assigns.
(c) The Company will require any
successor (whether direct or indirect, by purchase merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume and agree to
perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement,
“Company” shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
7. Miscellaneous .
(a) Governing Law . This
Agreement shall be governed by and construed in accordance with the
laws of the State of California, without reference to principles of
conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their
respective successors and legal representatives.
(b) Arbitration . To the
fullest extent allowed by law, any controversy, claim or dispute
between Executive and the Company (and/or any of its owners,
directors, officers, employees, affiliates, or agents) relating to
or arising out of Executive’s employment or the cessation of
that employment will be submitted to final and binding arbitration
in the county in which Executive work(ed) for determination by one
arbitrator in accordance with the American Arbitration
Association’s (“AAA”) National Rules for the
Resolution of Employment Disputes, as the exclusive remedy for such
controversy, claim or dispute. In any such arbitration, the parties
may conduct discovery in accordance with the applicable rules of
the arbitration forum, except that the arbitrator shall have the
authority to order and permit discovery as the arbitrator may deem
necessary and appropriate in accordance with applicable state or
federal discovery statutes. The arbitrator shall issue a reasoned,
written decision, and shall have full authority to award all
remedies which would be available in court. The parties shall share
the filing fees required for the arbitration, provided that
Executive shall not be required to pay an amount in excess of the
filing fees required by a federal or state court with jurisdiction.
The Company shall pay the arbitrator’s fees and any
AAA
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administrative expenses. Any
judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Possible disputes
covered by the above include (but are not limited to) unpaid wages,
breach of contract, torts, violation of public policy,
discrimination, harassment, or any other employment-related claims
under laws including but not limited to, Title VII of the
Civil
