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 such term is defined in the Companys Severance Benefit Plan, as amended (the Severance Plan)) 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 defined in 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 12 months.
8.3 Covered Termination During Change in Control Protection Period. In the event Executives employment with the Company is terminated due to a Covered Termination during the Change in Control Protection Period, 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 12 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 disputes (which can be found at http://www.jamsadr.com/rules-clauses/, and which will be provided to Executive on request); provided that the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrators essential findings and conclusions and a statement of the award. Executive and the Company shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Both Executive and the Company acknowledge that by agreeing to this arbitration procedure, they waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The Company shall pay all filing fees in excess of those which would be required if the dispute were decided in a court of law, and shall pay the arbitrators fee. Nothing in this Agreement is intended to prevent either the Company or Executive from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.