iHeartMedia 2003 Annual Report Download - page 160

the Board may elect to terminate Directors and Officers Insurance for all
officers and directors, including the Employee, if the Board determines in good
faith that such insurance is not available or is available only at unreasonable
expense.
15. ARBITRATION.
The parties agree that any dispute, controversy or claim, whether based on
contract, tort, statute, discrimination, retaliation, or otherwise, relating to,
arising from or connected in any manner to this Agreement, or to the alleged
breach of this Agreement, or arising out of or relating to Employee’s employment
or termination of employment, shall, upon timely written request of either party
be submitted to and resolved by binding arbitration. The arbitration shall be
conducted in San Antonio, Texas. The arbitration shall proceed in accordance
with the National Rules for Resolution of Employment Disputes of the American
Arbitration Association ("AAA") in effect at the time the claim or dispute
arose, unless other rules are agreed upon by the parties. Unless otherwise
agreed to by the parties in writing, the arbitration shall be conducted by one
arbitrator who is a member of the AAA and who is selected pursuant to the
methods set out in the National Rules for Resolution of Employment Disputes of
the AAA. Any claims received after the applicable/relevant statute of
limitations period has passed shall be deemed null and void. The award of the
arbitrator shall be a reasoned award with findings of fact and conclusions of
law. Either party may bring an action in any court of competent jurisdiction to
compel arbitration under this Agreement, to enforce an arbitration award, and to
vacate an arbitration award. However, in actions seeking to vacate an award, the
standard of review to be applied by said court to the arbitrator’s findings of
fact and conclusions of law will be the same as that applied by an appellate
court reviewing a decision of a trial court sitting without a jury. The Company
will pay the actual costs of arbitration excluding attorney’s fees. Each party
will pay its own attorneys fees and other costs incurred by their respective
attorneys.
16. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.
The Employee represents and warrants to the Company that he is under no
contractual or other restriction which is inconsistent with the execution of
this Agreement, the performance of his duties hereunder or the other rights of
Company hereunder. The Employee also represents and warrants to the Company that
he is under no physical or mental disability that would hinder the performance
of his duties under this Agreement.
17. MISCELLANEOUS.
This Agreement contains the entire agreement of the parties relating to
the subject matter hereof. This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof. No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of the parties hereto. The failure of a party
to require performance of any provision of this Agreement shall in no manner
affect the right of such party at a later time to enforce any provision of this
Agreement. A waiver of the breach of any term or condition of this Agreement
shall not be deemed to constitute a waiver of any subsequent breach of the same
or any other term or condition. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable
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