Except as provided in Section 3(d), any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with Executive’s employment by the Company or the termination thereof that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in the city and county of Los Angeles, California in accordance with the rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if such parties cannot agree on the selection of the arbitrator, such arbitrator shall be selected by the American Arbitration Association. The Company will pay the direct costs and expenses of any such arbitration, including the fees and costs of the arbitrator; provided , however , that the arbitrator may award attorneys’ fees to the prevailing party, if permitted by applicable law.