the express written consent of the Board, directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint ventures, associate, representative or consultant of any person or entity engaged in, or planning or preparing to engage in, business activity competitive with any line of business engaged in (or planned to be engaged in) by the Company or its affiliates; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. In addition, Executive will be subject to certain restrictions (including restrictions continuing after Executives employment ends) under the terms of the Proprietary Agreement.
8. Termination of Employment; Severance and Change in Control Benefits.
8.1 At-Will Employment. Executives employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or advance notice.
8.2 Covered Termination Unrelated to Change in Control. In the event Executives employment with the Company is terminated due to a Covered Termination (as such term is defined in the Companys Severance Benefit Plan, as amended (the Severance Plan)) at any time except during the Change in Control Protection Period (as defined in the Severance Plan), then Executive shall be entitled to the benefits provided under, and subject to the terms and conditions of, the Severance Plan; provided that Executives Severance Period (as defined in the Severance Plan) under the Severance Plan shall not be less than 18 months.
8.3 Covered Termination During Change in Control Protection Period. In the event Executives employment with the Company is terminated within the Change in Control Protection Period due to a Covered Termination, then in lieu of (and not additional to) the Severance Benefits described in Section 8.2, Executive shall be entitled to the benefits provided under, and subject to the terms and conditions of, the Severance Plan; provided that Executives Severance Period (as defined in the Severance Plan) under the Severance Plan shall not be less than 24 months.
8.4 Termination for Cause; Death or Disability. Executive will not be eligible for, or entitled to any severance benefits, including (without limitation) the Severance Benefits and Change in Control Benefits listed in Sections 8.2 and 8.3 above, if the Company terminates Executives employment for Cause, or Executives employment terminates due to Executives death or disability.
9. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in connection with Executives employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executives employment with the Company, or the termination of Executives employment from the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in San Diego, California by JAMS, Inc. (JAMS) or its successors, under JAMS then applicable rules and procedures for employment