The Corporation and the Executive mutually agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties arising from or related to Executive’s employment with the Corporation, shall be submitted to mediation before a mutually agreeable mediator.  In the event mediation is unsuccessful in resolving the claim or controversy, such claim or controversy shall be resolved by arbitration.  The Corporation and Executive agree that arbitration shall be held in New York, New York, before a mutually agreed upon single arbitrator licensed to practice law.  The arbitrator shall have authority to award or grant legal, equitable, and declaratory relief.  Such arbitration shall be final and binding on the parties and fees for any arbitration shall be paid by the losing party.  If the parties are unable to agree on an arbitrator, the matter may be submitted to JAMS Dispute Resolution solely for appointment of an arbitrator.  Any fees for mediation shall be split between the parties.  The provisions of this Section 5.4 shall not apply to any action by the Corporation seeking relief under Article III of this Agreement.