“Prohibited Capacity” means being associated with an entity as an employee, consultant, investor or in another capacity where (i) confidential business information of the Company or Affiliates could be used in fulfilling duties or responsibilities with such other entity, (ii) duties or responsibilities are similar to or include any of those Grantee had while employed or retained as a consultant by the Company or Affiliate, or (iii) an investment by Grantee in such other entity represents more than 1% of such other entity’s capital stock, partnership or other ownership interests.
8.Remedies. Grantee agrees that a breach of Paragraph 6 or 7, independent of any equitable or legal remedies that the Company may have and without limiting the Company’s right to any other equitable or legal remedies, will result in Grantee’s obligation to pay to the Company in cash immediately upon the demand of the Company (a) the amount of income realized for income tax purposes from this Award, net of all federal, state and other taxes payable on the amount of such income, but only to the extent such income is realized from restrictions lapsing on Restricted Stock on or after termination of employment or, if applicable, any consulting relationship with the Company or Affiliate, plus (b) all costs and expenses of the Company in any effort to enforce its rights under Paragraphs 6, 7, or 8. The Company shall have the right to set off or withhold any amount owed to Grantee by the Company or Affiliates for any amount owed to the Company by Grantee hereunder.
9.Incorporation of the Dispute Resolution Policy. The Plan delegates the authority to settle disputes to the Committee. Grantee agrees that if a claim is asserted against the Company, its Affiliates, or any officer, employee or agent of the foregoing (other than a claim involving non-competition restrictions or the Company’s trade secrets, confidential information, or intellectual property rights) which (a) are within the scope of the Company’s Dispute Resolution Policy (the terms of which are incorporated herein, as it shall be amended from time to time); (b) subverts the provisions of the Plan; or (c) involves any of the provisions of the Award Agreement, the Plan, or the provisions of any other awards, options, or other agreements relating to Company Common Stock or Grantee’s personal claims or claims made by any persons to the benefits thereof, in order to provide a more speedy and economical resolution, the Dispute Resolution Policy shall be the sole and exclusive remedy to resolve all disputes, claims or controversies which are set forth above, except as otherwise agreed in writing by the parties. It is our mutual intention that any arbitration award entered under the Dispute Resolution Policy will be final and binding and that a judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the provisions of the Dispute Resolution Policy, however, the parties specifically agree that any mediation or arbitration required by this paragraph shall take place in Daytona Beach, Florida. The provisions of this paragraph: (i) shall survive the termination or expiration of this Agreement (ii) shall be binding upon the Company’s and Grantee’s successors, heirs, personal representatives, designated beneficiaries and any other person asserting a claim based upon the Award Agreement, (iii) shall supersede the provisions of any prior agreement between Grantee and the Company with respect to any of the Company’s option, restricted stock, or other stock-based incentive plans to the extent the provisions of such other agreement requires arbitration between the parties, and (iv) may not be modified without the consent of the Company. Subject to the exception set forth above, Grantee and the Company acknowledge that no person asserting a claim described above has the right to resort to any federal, state, or local court or administrative agency concerning any such claim and the decision of the arbitrator shall be a complete defense to any action or proceeding instituted in any tribunal or agency with respect to any dispute.