GNC 2010 Annual Report Download - page 222

(a) Mediation First. In the event either party provides a notice of arbitration of any Dispute to the other party, the parties shall promptly
proceed to make a good-faith effort to settle the Dispute by agreement, in a full-day, non-binding mediation with a mediator selected from a
panel of mediators of JAMS. The mediation will be governed by JAMS mediation procedures in effect at the time of the mediation. The parties
shall equally bear the costs for mediation, including the mediator's fees; provided, however, that the parties shall each bear their own individual
costs and attorneys' fees for mediation. If for any reason JAMS cannot serve as the mediation administrator, the Company may select an
alternative mediation administrator, such as the American Arbitration Association ("AAA"), to serve under the terms of this Agreement. The
Executive may, but is not required to, be represented by counsel in mediation. Any mediators proposed for the panel provided for in this
Section 6.2(a) must be available to serve in the Agreed Venue.
(b) Company Opt-Out.
(i) In the event that the parties fail to settle the Dispute at the mediation required by Section 6.2(a) of this Agreement, the Company
shall have thirty (30) days after the conclusion of the full-day mediation to opt out of arbitration. The Company may do so only by written notice
provided to the Executive and JAMS. Providing such notice within the time requirements of this Agreement will render Section 6.2 of this
Agreement and its subparts (the "Arbitration Provision") otherwise inapplicable and of no effect as to all parties to this Agreement, but only with
regard to the Dispute raised in the notice of arbitration sent pursuant to Section 6.2(a) above.
(ii) It is the intention of the parties hereto that the terms of the Arbitration Provision shall be enforceable to the fullest extent allowed by
law. However, if any terms of the Arbitration Provision (including, without limitation, the terms of the Section 6.2(b)(i) Company Opt-Out) are
adjudicated to be invalid, illegal or unenforceable, then the parties hereby stipulate and agree that (A) the adjudicating authority may and
hereby is requested to modify the effect and/or interpret such terms so that they become valid, legal and enforceable and are as like the original
terms as possible; (B) such terms will not affect any other terms of the Arbitration Provision or this Agreement; (C) if for any reason the terms in
question cannot be modified or interpreted in accordance with this subsection, then the Arbitration Provision will be reformed, construed and
enforced as if such terms never had been contained herein and/or have been severed herefrom; (D) such invalidity, illegality or unenforceability
will not take effect in any other jurisdiction absent a separate adjudication to that effect; and (E) the remainder of this Agreement shall continue
in full force and effect.
(c) Procedure Generally. In the event that the parties fail to settle at the mediation required by this Agreement, and the Company does
not exercise its right to opt out of arbitration as provided in Section 6.2(b) above, the parties agree to submit the Dispute to a single arbitrator
selected from a panel of JAMS arbitrators. The arbitration will be governed by the JAMS Comprehensive Arbitration Rules and Procedures in
effect at the time the arbitration is commenced, subject to the terms and modifications of this Agreement. If for any reason JAMS cannot serve
as the arbitration administrator or cannot fulfill the panel requirements of the
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