Common use of Binding Arbitration Clause in Contracts

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. The parties agree thatExecutive agrees that any dispute or controversy arising out of or relating to any interpretation, except as provided in Articles 9 and 10 aboveconstruction, any disputes under performance or breach of this Agreement Agreement, shall be settled exclusively by binding arbitration conducted to be held in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted Florida in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association rules then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (arbitrator may grant injunctions or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change relief in Control, if the Executive prevails on a majority such dispute or controversy. The decision of the material issues in arbitrator shall be final, conclusive and binding on the dispute, and (b) if parties to the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputearbitration. Judgment upon the final award rendered by such arbitrator(s) may be entered on the arbitrator’s decision in any court having jurisdiction thereofjurisdiction. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, The Company and the Executive shall make such written demand within sixty (60) days following equally share the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the legal costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation and expenses of such costs) incurred in the prior taxable yeararbitration; provided, however, that the Executive prevailing party shall return be entitled to recover from the non-prevailing party all reasonable legal costs and expenses incurred in preparing for and participating in the arbitration, including staff time, court costs, attorney’s fees, and all other related expenses incurred in such amounts to arbitration. If there is no prevailing party, each party will pay its own attorneys’ fees, costs, and expenses. Whether a prevailing party exists shall be determined solely by the Companies within ten (10) business days arbitrator on a claim-by-claim basis, and such arbitrator, in its sole discretion, shall determine the amount of reasonable and necessary attorneys’ fees, costs, and/or expenses, if any, for which a party is entitled. The following guiding principles shall be applied by the final arbitrator in any determination if of a prevailing party: (i) in the case intent of an arbitration prior the parties is to avoid any arbitration, action, or proceeding arising from a Change in Controlbreach of this Agreement, and therefore, the Executive does not prevail on a majority of the material issues in the parties will work together to resolve any such dispute, or ; (ii) in none of the case parties will proceed with an arbitration, action, or proceeding arising from a breach of this Agreement until after exhausting all reasonable efforts to resolve such dispute using best efforts, an arbitration impasse has resulted and a satisfactory result cannot be reached without moving forward with such arbitration, action, or proceeding; and (iii) none of the parties will bring any arbitration, action, or proceeding arising from a breach of this Agreement until after such party has fully evaluated the merits of such purported claim or cause of action and made a Change in Controldetermination that such party has a good-faith basis to move forward with such arbitration, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaction, or proceeding.

Binding Arbitration. The parties agree that(a) In the event of a Dispute between the Parties, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively either Party may submit the Dispute to binding arbitration administered by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted American Arbitration Association in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs All procedural aspects of this agreement to arbitrate, including the construction and interpretation of this Agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses as to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the United States Arbitration Act, 9 U.S.C. §§ 1-16. Either Party may invoke binding arbitration incurred by written notice to the other. Unless otherwise agreed upon by the Executive Parties, the arbitration shall be held in New York, New York. The Parties shall mutually agree on one (or his beneficiaries1) will neutral and independent arbitrator. If the Parties cannot agree on one (1) arbitrator within thirty (30) Days from the date on which the notice invoking arbitration is given, the American Arbitration Association shall be borne empowered to appoint the single, independent arbitrator from a list of three to be provided by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if American Arbitration Association with each Party striking one name from the arbitration occurs prior list. The arbitrator must be a lawyer licensed to a Change in Control, if the Executive prevails on a majority of the material issues practice in the dispute, State of New York and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on shall be qualified by at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor years of legal experience in the energy industry (supported by documentation with at least three (3) years’ experience in the oil, gas, or renewable fuels industry). The hearing shall be held within ninety (90) Days after appointment of such costs) by the Executivearbitrator, and the Executive arbitrator shall make such written demand within sixty promptly render a decision promptly thereafter. The Parties agree to cooperate fully with the arbitrator in order to meet the time schedule for decision and agree that an award may be entered against any party failing to so cooperate. The arbitrator shall not have the authority to award punitive damages under any circumstances (60) days following the final determination of the dispute; providedwhether it be exemplary damages, howevertreble damages, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the disputeconsequential damages, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearpenalty or punitive type of damages) regardless of whether such damages may be available under any law, as the Parties have waived their rights, if any, to recover such damages in connection with any such dispute pursuant to Article 17.

Binding Arbitration. The parties agree that(a) In the event the Parties cannot resolve the Dispute pursuant to Section 17.2, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively either Party may submit the Dispute to binding arbitration administered by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted American Arbitration Association in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs All procedural aspects of this agreement to arbitrate, including the construction and interpretation of this agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses as to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the United States Arbitration Act, 9 U.S.C. §§ 1-16. Either Party may invoke binding arbitration incurred by written notice to the other. Unless otherwise agreed upon by the Executive Parties, the arbitration shall be held in Denver, Colorado. The Parties shall mutually agree on one (or his beneficiaries1) will neutral and independent arbitrator. If the Parties cannot agree on one (1) arbitrator within thirty (30) Days from the date on which the notice invoking arbitration is given, the American Arbitration Association shall be borne empowered to appoint the single, independent arbitrator from a list of three to be provided by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if American Arbitration Association with each Party striking one name from the arbitration occurs prior list. The arbitrator must be a lawyer licensed to a Change in Control, if the Executive prevails on a majority of the material issues practice in the dispute, State of New York and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on shall be qualified by at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor years’ of legal experience in the energy industry (supported by documentation with at least three (3) years’ experience in the oil, gas, or renewable fuels industry). The hearing shall be held within ninety (90) Days after appointment of such costs) by the Executivearbitrator, and the Executive arbitrator shall make such written demand within sixty promptly render a decision promptly thereafter. The Parties agree to cooperate fully with the arbitrator in order to meet the time schedule for decision and agree that an award may be entered against any party failing to so cooperate. The arbitrator shall not have the authority to award punitive damages under any circumstances (60) days following the final determination of the dispute; providedwhether it be exemplary damages, howevertreble damages, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the disputeconsequential damages, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearpenalty or punitive type of damages) regardless of whether such damages may be available under any law, as the Parties have waived their rights, if any, to recover such damages in connection with any such dispute pursuant to Article 16.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his her beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his her costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. PPG and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (“AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of disputes for medical malpractice between a Member and the PPG. The parties further agree thatthat any controversy or claim arising out of or relating to this Agreement, except as provided or the breach thereof, whether involving a claim in Articles 9 and 10 abovetort, any disputes under this Agreement contract, or otherwise, shall be settled exclusively by final and binding arbitration, upon the motion of either party, to arbitration conducted in Winston-Salemunder the appropriate rules of the AAA or JAMS, North Carolinaas agreed by the parties. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the American matter and facts and include copies of all related documents supporting the demand. Arbitration Association then in effect at must be initiated within six (6) months after the time of alleged controversy or claim occurred by submitting a written demand to the arbitration and otherwise in accordance with principles which would be applied by a court of law or equityother party. The failure to initiate arbitration within that period shall mean the complaining party shall be barred forever from initiating such proceedings. All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the parties; however, the arbitrator shall be acceptable to both bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. The parties agree that the Companies and decision of the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute arbitrator shall be decided by a panel of three arbitrators, one appointed by final and binding as to each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputethem. Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. Following The arbitrator shall have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the final determination parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand arbitrator within sixty (60) days following the final determination of the dispute; providedentry of judgment on the award, howeveror take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, that such payment the parties agree to share equally the administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be made no later than on or prior advanced by the initiating party subject to final apportionment by the end of the calendar year following the calendar year arbitrator in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaward.

Binding Arbitration. The parties hereby agree thatthat if a dispute arises regarding the interpretation or enforcement of the Purchase and Sales Agreement, except as provided in Articles 9 and 10 abovethe Warranty, or any disputes under this Agreement matter relating to the construction of the home, said dispute shall be settled exclusively by arbitration conducted in Winston-Salembinding arbitration. These disputes include but are not limited to: (1) any pre or post closing or construction disputes, North Carolina. Except (2) complaints; (3) unresolved warranty issues, (4) disputes as to events, representations, or omissions which predate the Purchase and Sales Agreement; (5) other action performed or to be performed by the Builder pursuant to the extent inconsistent with Purchase and Sales Agreement or the Warranty; (6) as to repairs or warranty claims arising during the term of the Warranty; and/or (7) as to the cost to repair or replace any defect covered by the Warranty (collectively, an “unresolved dispute”). Such arbitration shall be submitted to and governed by the procedures of the Commercial Rules of the American Arbitration Association and RCW 7.04 et. seq. You commence the arbitration process by giving the Builder written notice of your demand for Arbitration of an unresolved dispute. The dispute will be submitted to the American Arbitration Association, or such other independent arbitration service as is agreeable to XXXXX XXXXXXXXX CONSTRUCTION LLC and you (herein referred to as Arbitrator) within 20 days after XXXXX XXXXXXXXX CONSTRUCTION LLC has received your notice of demand for Arbitration. If you submit a demand for Arbitration, you must pay the Arbitrator’s filing fee prior to the matter being referred to the Arbitrator. The Arbitrator shall have the power to award the cost of this Agreement, such arbitration fee to you or to split it among the parties to the Arbitration. The Arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration Arbitrator’s rules and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior regulations to the end of the calendar year following the calendar year extent that they are not in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.conflict with RCW

Binding Arbitration. The parties agree thatExcept for any court action: (i) seeking injunctive relief (e.g., except as provided summary ejectment), in Articles 9 and 10 above, any disputes under this Agreement which case such action shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except strictly limited to such matters only; (ii) seeking to challenge the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes enforceability of the American Arbitration Association then in effect at the time binding arbitration provisions of the arbitration and otherwise in accordance with principles which would be applied by this Lease; or (iii) filed after a court of law competent jurisdiction has declared such arbitration provisions to be unenforceable, all controversies and disputes between the parties arising out of or equityrelated to this Lease or the relationship of the parties under this Lease, irrespective of the type of claim, shall be determined by binding arbitration under the North Carolina Revised Uniform Arbitration Act (the "Act"). The decision of the arbitrator shall be acceptable final and binding on all parties to both the Companies that proceeding and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgment upon the final arbitrator's award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute Except as expressly provided otherwise in whichthis Lease, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne a party may initiate an arbitration proceeding by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following sending written demand therefor (supported by documentation notice of such costs(the "Arbitration Demand") by to the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or other Party at any time prior to the end date the claim is barred by the applicable statute of limitations. That notice shall specify the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination nature of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount arbitration shall be held in Raleigh, North Carolina. Notwithstanding any provisions of any costs eligible the Act to the contrary: (a) the parties shall be entitled to conduct discovery as provided under the North Carolina Rules of Civil Procedure so long as that discovery is concluded within 90 days of the date of the Arbitration Demand; (b) the parties shall comply with Rule 3 (b) - (d) of the Rules for payment Court-Ordered Arbitration in North Carolina; and (c) the arbitrator shall have the authority to award injunctive relief and to impose sanctions under this Section 13.01 during NCRCP Rule 11 and other applicable rules. All disputes relating to discovery which cannot immediately be resolved by the parties shall be submitted to the arbitrator for an expedited ruling. The arbitration shall be conducted by a calendar year will not affect single arbitrator mutually acceptable to the amount parties, or, if the parties are unable to agree upon a single arbitrator within 20 days of any costs eligible for payment under this Section 13.01 in any other taxable yearthe date of the Arbitration Demand, then by a single arbitrator appointed by a Wake County Superior Court Judge. Unless the arbitrator awards otherwise, the cost of the arbitration shall be ratably borne by the parties to the proceeding.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (ai) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (bii) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (ia) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (iib) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. The parties agree thatChairman agrees that any dispute or controversy arising out of or relating to any interpretation, except as provided in Articles 9 and 10 aboveconstruction, any disputes under performance or breach of this Agreement Agreement, shall be settled exclusively by binding arbitration conducted to be held in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted Florida in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association rules then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (arbitrator may grant injunctions or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change relief in Control, if the Executive prevails on a majority such dispute or controversy. The decision of the material issues in arbitrator shall be final, conclusive and binding on the dispute, and (b) if parties to the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputearbitration. Judgment upon the final award rendered by such arbitrator(s) may be entered on the arbitrator’s decision in any court having jurisdiction thereofjurisdiction. Following The Company shall cover the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his legal costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation and expenses of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable yeararbitration; provided, however, that the Executive prevailing party shall return be entitled to recover from the non-prevailing party all reasonable legal costs and expenses incurred in preparing for and participating in the arbitration, including staff time, court costs, attorney’s fees, and all other related expenses incurred in such amounts to arbitration. If there is no prevailing party, each party will pay its own attorneys’ fees, costs, and expenses. Whether a prevailing party exists shall be determined solely by the Companies within ten (10) business days arbitrator on a claim-by-claim basis, and such arbitrator, in its sole discretion, shall determine the amount of reasonable and necessary attorneys’ fees, costs, and/or expenses, if any, for which a party is entitled. The following guiding principles shall be applied by the final arbitrator in any determination if of a prevailing party: (i) in the case intent of an arbitration prior the parties is to avoid any arbitration, action, or proceeding arising from a Change in Controlbreach of this Agreement, and therefore, the Executive does not prevail on a majority of the material issues in the parties will work together to resolve any such dispute, or ; (ii) in none of the case parties will proceed with an arbitration, action, or proceeding arising from a breach of this Agreement until after exhausting all reasonable efforts to resolve such dispute using best efforts, an arbitration impasse has resulted and a satisfactory result cannot be reached without moving forward with such arbitration, action, or proceeding; and (iii) none of the parties will bring any arbitration, action, or proceeding arising from a breach of this Agreement until after such party has fully evaluated the merits of such purported claim or cause of action and made a Change in Controldetermination that such party has a good-faith basis to move forward with such arbitration, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaction, or proceeding.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (ai) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (bii) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (ix) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (iiy) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. The parties agree thatAny Dispute not resolved pursuant to the provisions of Section 17.l, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by referred to arbitration conducted in Winston-Salem, North Carolinafor determination. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with such rules as may be agreed upon by the National parties, or failing agreement within twenty (20) days after arbitration is demanded, in accordance with the Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then ("AAA"), subject to any modifications contained in effect at this Agreement. The Dispute shall be determined by one (1) arbitrator, except that if the time Dispute involves an amount in excess of $1,000,000.00 (exclusive of interest and costs), three (3) arbitrators shall be appointed to decide by majority vote unless the parties agree otherwise. The arbitrator(s) shall be selected from panels maintained by the AAA unless the parties agree otherwise. The determination of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of binding upon the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following The arbitrator(s) shall base the final determination of the dispute in which, based award on the outcome of applicable law judicial precedent, which would apply if the dispute, the Executive is, Dispute were decided by a United States District Court Judge sitting in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment California. The award shall be made no later than on or prior to in writing and include the end findings of fact and conclusions of law upon which it is based unless the calendar year following the calendar year in which the costs are incurredparties agree otherwise. Notwithstanding the foregoing, no party shall be prevented from seeking injunctive relief from a court of competent jurisdiction in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after order to enforce this Agreement. Depositions may be taken and other discovery may be obtained during such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts arbitration proceedings to the Companies within ten (10same extent authorized in civil judicial proceedings. The arbitrator(s) business days following will resolve any discovery disputes. The arbitrator(s) and counsel of record will have the final determination if (i) power of subpoena process as provided by law. Arbitration fees payable to the arbitrator in the case advance of an arbitration prior award shall be paid equally by the parties to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount arbitrator(s) shall award recovery of any all costs eligible for payment under this Section 13.01 and fees (including reasonable attorneys' fees, administrative fees, arbitrator fees, costs and expenses) to the prevailing party. The arbitrator(s) may also grant provisional or ancillary remedies including, without limitation, injunctive relief, attachment or the appointment of a receiver, either during a calendar year will not affect the amount pendency of any costs eligible for payment under this Section 13.01 the arbitration proceeding or as part of the arbitration award. The arbitration shall be governed by the substantive laws of the State of California without regard to conflicts of law rules. The arbitration proceedings shall be conducted in any other taxable yearPalm Desert, California, unless the parties agree otherwise.

Binding Arbitration. The If the parties agree that, except as provided in Articles 9 cannot resolve any Dispute where the amount involved is $5,000,000 or less by negotiation and 10 mediation under Sections A and B above, any disputes under this Agreement the parties shall be settled exclusively by submit such Dispute to binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted by the American Arbitration Association (“AAA”), with a hearing locale in New York, New York (or such other locale as the parties shall mutually agree upon), in accordance with the National then current Commercial Arbitration Rules of the AAA. If the parties mutually agree, they may also submit Disputes where the amount involved is greater than $5,000,000 to binding arbitration as provided in this Section C. A party shall initiate the arbitration by filing with the AAA and serving on all other parties, a demand to commence arbitration (“Arbitration Demand”). Within ten (10) business days of the receipt of the Arbitration Demand, the parties shall attempt to reach agreement as to an independent and impartial individual to serve as the arbitrator for the Resolution of Employment Disputes Dispute. If the parties are unable to agree upon an Arbitrator within the time specified above, the parties shall so advise the AAA and the AAA will follow the process set forth in the then current Commercial Arbitration Rules of the American AAA for the selection of an independent and impartial arbitrator. Any arbitrator mutually agreed upon by the parties or suggested by the AAA shall have at least ten (10) years of experience in commercial transactions, together with significant experience with merger and acquisition transactions or resolving indemnity claims with respect to merger and acquisition transactions. Notwithstanding anything to the contrary provided in this Section C, the arbitration shall be governed by the United States Arbitration Association then in effect at Act, 9 U.S.C. §1 et seq. The arbitrator will determine the time allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each party bears to the contested amount. For example, if A&A Representative submits a claim for $1,000, and otherwise in accordance with principles which would if the Xxxxx Member contests only $500 of the amount claimed by A&A Representative, and if the arbitrator ultimately resolves the Dispute by awarding A&A Representative $300 of the $500 contested, then the costs and expenses of arbitration will be applied by a court of law or equityallocated 60% (i.e., $300 > $500) to the Xxxxx Member and 40% (i.e., $200 > $500) to the A&A Members. The arbitrator shall be acceptable vested with the discretion to both permit discovery and conduct such hearings and arguments as he/she shall determine appropriate under the Companies and circumstances, taking into account the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each requests of the parties and the third appointed dollar amount involved in the Dispute, with the goal of expeditiously and efficiently resolving the Dispute. The parties shall keep confidential any proprietary information, trade secrets or other non-public information disclosed in discovery or during any hearing. The arbitrator shall render his/her award within ninety (90) days after the arbitrator is selected. The arbitrator shall not be empowered to award to any party any punitive, treble, exemplary, or multiple damages and each party hereby irrevocably waives any ability to recover any such damages. Notwithstanding anything to the contrary provided in this Section C and without prejudice to the above procedures, any party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitration is initiated and the arbitrator is available to hear such request for temporary relief. The Award rendered by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will arbitrator shall be borne by the Companies (including, without limitation, reasonable attorneys’ fees final and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the disputebinding, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) judgment thereon may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearcompetent jurisdiction.

Binding Arbitration. PPG and HNI agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (“AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of disputes for medical malpractice between a Member and the PPG. The parties further agree thatthat any controversy or claim arising out of or relating to this Agreement, except as provided or the breach thereof, whether involving a claim in Articles 9 and 10 abovetort, any disputes under this Agreement contract, or otherwise, shall be settled exclusively by final and binding arbitration, upon the motion of either party, to arbitration conducted in Winston-Salemunder the appropriate rules of the AAA or JAMS, North Carolinaas agreed by the parties. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the American matter and facts and include copies of all related documents supporting the demand. Arbitration Association then in effect at must be initiated within six (6) months after the time of alleged controversy or claim occurred by submitting a written demand to the arbitration and otherwise in accordance with principles which would be applied by a court of law or equityother party. The failure to initiate arbitration within that period shall mean the complaining party shall be barred forever from initiating such proceedings. All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the parties; however, the arbitrator shall be acceptable to both bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. The parties agree that the Companies and decision of the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute arbitrator shall be decided by a panel of three arbitrators, one appointed by final and binding as to each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputethem. Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. Following The arbitrator shall have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the final determination parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand arbitrator within sixty (60) days following the final determination of the dispute; providedentry of judgment on the award, howeveror take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, that such payment the parties agree to share equally the administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be made no later than on or prior advanced by the initiating party subject to final apportionment by the end of the calendar year following the calendar year arbitrator in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaward.

Binding Arbitration. PPG and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (“AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of disputes for medical malpractice between a Member and the PPG. The parties further agree thatthat any controversy or claim arising out of or relating to this Agreement, except as provided or the breach thereof, whether involving a claim in Articles 9 and 10 abovetort, any disputes under this Agreement contract, or otherwise, shall be settled exclusively by final and binding arbitration, upon the motion of either party, to arbitration conducted in Winston-Salemunder the appropriate rules of the AAA or JAMS, North Carolinaas agreed by the parties. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the American matter and facts and include copies of all related documents supporting the demand. Arbitration Association then in effect at must be initiated within six (6) months after the time of alleged controversy or claim occurred by submitting a written demand to the arbitration and otherwise in accordance with principles which would be applied by a court of law or equityother party. The failure to initiate arbitration within that period shall mean the complaining party shall be barred forever from initiating such proceedings. All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the parties; however, the arbitrator shall be acceptable to both bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. The parties agree that the Companies and decision of the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute arbitrator shall be decided by a panel of three arbitrators, one appointed by final and binding as to each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputethem. Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. Following The arbitrator shall have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the final determination parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand arbitrator within sixty (60) days following the final determination of the dispute; providedentry of judgment on the award, howeveror take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, that such payment the parties agree to share equally the administrative fee as well as the arbitrator’s foe, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be made no later than on or prior advanced by the initiating party subject to final apportionment by the end of the calendar year following the calendar year arbitrator in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaward.

Binding Arbitration. PPG and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (“AAA”). Judicial Arbitration and Mediation Services (“JAMS”), or the parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of disputes for medical malpractice between a Member and the PPG. The parties further agree thatthat any controversy or claim arising out of or relating to this Agreement, except as provided or the breach thereof, whether involving a claim in Articles 9 and 10 abovetort, any disputes under this Agreement contract, or otherwise, shall be settled exclusively by final and binding arbitration, upon the motion of either party, to arbitration conducted in Winston-Salemunder the appropriate rules of the AAA or JAMS, North Carolinaas agreed by the parties. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the American matter and facts and include copies of all related documents supporting the demand. Arbitration Association then in effect at must be initiated within six (6) months after the time of alleged controversy or claim occurred by submitting a written demand to the arbitration and otherwise in accordance with principles which would be applied by a court of law or equityother party. The failure to initiate arbitration within that period shall mean the complaining party shall be barred forever from initiating such proceedings. All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the parties, however, the arbitrator shall be acceptable to both bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. The parties agree that the Companies and decision of the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute arbitrator shall be decided by a panel of three arbitrators, one appointed by final and binding as to each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputethem. Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. Following The arbitrator shall have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the final determination parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand arbitrator within sixty (60) days following the final determination of the dispute; providedentry of judgment on the award, howeveror take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, that such payment the parties agree to share equally the administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be made no later than on or prior advanced by the initiating party subject to final apportionment by the end of the calendar year following the calendar year arbitrator in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaward.

Binding Arbitration. The (a) Any controversies, disputes, actions, causes of action or other claims between the parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except arising out of or relating to the extent inconsistent with this Agreement, such arbitration or the breach, termination or validity hereof, or any other matters related thereto (a “Controversy”), whether during the term of this Agreement or otherwise, which are not resolved by mutual agreement within forty-five (45) days of first written notification by one party to the other parties of the existence of the Controversy (which notification must set forth in reasonable detail the specific points in dispute) shall be conducted finally settled by arbitration before a neutral arbitrator in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity(modified only as herein expressly provided). The arbitrator shall be acceptable experienced with regard to both commercial disputes of the Companies and type for which arbitration is being sought. The arbitration shall be before one arbitrator mutually agreed upon by the Executiveparties. If In the event the parties cannot agree on reach agreement upon an acceptable arbitrator, the dispute an arbitrator shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if Director of the two arbitrators do not agreeWashington, appointed by D.C., office of AAA. Each party must continue to perform their respective obligations under this Agreement despite the American Arbitration Associationexistence of the Controversy. The costs of parties agree that the arbitration incurred by the Executive (or his beneficiaries) will be borne by held in Washington, D.C., or in such other place as the Companies (including, without limitation, reasonable attorneys’ fees parties may mutually agree upon. The arbitration will be held in accordance with and other reasonable charges subject to the procedural rules and applicable requirements and procedures of counsel) (a) if the District of Columbia. The arbitrator may enter a default decision against any party who fails to participate in the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority proceedings. The decision of the material issues arbitrator on the points in dispute with respect to such Controversy will be final, non-appealable and binding and judgment on the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following The parties agree that this clause has been included to rapidly and inexpensively resolve any Controversy, and that this clause shall be grounds for dismissal of any court action commenced by any party arising out of or relating to this Agreement or the final determination of the dispute breach, termination or validity hereof or any other matters relating thereto; provided that nothing in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled 13 shall limit any party’s right to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if bring (i) in the case of post-arbitration actions seeking to enforce an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, award or (ii) actions seeking injunctive or other similar relief in the case event of an arbitration after the breach or threatened breach of any of the provisions of this Agreement. The parties shall keep confidential, and shall not disclose to any person (except (A) to the extent required by law, and (B) for disclosure to those employees and agents of any such party who have a Change in Controlneed to know and who have been advised of their obligations of confidentiality and non-disclosure hereunder), the Executive does not prevail on at least one material issue in the dispute. The amount existence of any costs eligible for payment under this Section 13.01 during a calendar year will not affect Controversy hereunder, the amount referral of any costs eligible for payment under this Section 13.01 in any other taxable yearsuch Controversy to arbitration or the status or resolution thereof.

Binding Arbitration. The In the event of any dispute, difference or question arising out of relating to the release of the Shares, Warrants, purchase price for the Shares and Warrants, and interest thereon accruing while such amounts are deposited under the Escrow Agreement ("Dispute") between any of the parties agree thathereto ("Disputing Parties") which cannot be otherwise resolved by the Disputing Parties themselves, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall the Dispute will be settled exclusively by arbitration by an arbitrator mutually acceptable to the Disputing Parties in an arbitration proceeding conducted in Winston-SalemHouston, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted Texas in accordance with the National Rules for rules existing at the Resolution of Employment Disputes date hereof of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the ExecutiveAssociation. If the parties Disputing Parties hereto cannot agree on an acceptable arbitratorarbitrator within ten (10) days of the initiation of the arbitration proceeding, the dispute an arbitrator shall be decided by a panel of three arbitrators, one appointed by each of selected for the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed Disputing Parties by the American Arbitration Association. The costs of arbitration incurred Disputing Parties shall use their best efforts to have the arbitral proceeding conclude and a judgement rendered by the Executive arbitrator within forty (or his beneficiaries40) will be borne by business days of the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges initiation of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority proceeding. The decision of the material issues in the dispute, such arbitrator shall be final and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgement upon the final award rendered by such arbitrator(s) the arbitration may be entered in any court having jurisdiction thereof. Following , and the final determination costs (including, without limitation, reasonable fees and expenses of counsel and experts for the dispute Disputing Parties) of such arbitration (including the cost to enforce or preserve the rights awarded in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs arbitration) shall be borne by the CompaniesDisputing Party whom the decision of the arbitrator is against. If the decision of the arbitrator is not clearly against one of the Disputing Parties, or the Companies shall pay all such reasonable decisions of the arbitrator is against more than one Disputing Party on one or more issues, costs within ten (10) days following written demand therefor (supported by documentation of such costs) arbitration shall be borne equally by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearDisputing Parties.

Binding Arbitration. The parties agree thatAny dispute which cannot be amicably resolved by the Parties within thirty (30) days after both Parties become aware of the claim, except as provided in Articles 9 and 10 abovedispute or contested matter (collectively, any disputes under this Agreement shall a "Dispute") may be settled exclusively submitted, by either Party, to binding, confidential arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National then current Commercial Rules for the Resolution of Employment Disputes of the American Arbitration Association (excluding rules governing the payment of arbitration, administrative, or other fees or expenses to the Arbitrator or the association), to the extent that such Rules do not conflict with the terms of the this Agreement. Any arbitration conducted under this Article 11 shall be heard by a sole arbitrator selected by the Parties if the amount in controversy is less than Three Million Dollars ($3,000,000.00), or a panel of three arbitrators, if the amount in controversy is equal to or greater than Three Million Dollars ($3,000,000.00). The decision of the Arbitrator (which shall be rendered in writing) shall be final, nonappealable, and binding upon the Parties and may be enforced in any court of competent jurisdiction. The prevailing party in such arbitration shall be entitled to an award of reasonable attorneys' fees, costs and expert witness fees in such amount as the arbitrator determines is appropriate. If arbitration is to be presided by a sole arbitrator, then the Party that submits a Dispute to arbitration shall designate a proposed arbitrator in effect at its arbitration notice. If the time other Party objects to such proposed arbitrator, it may, on or before the tenth (10th) business day following delivery of the arbitration and otherwise in accordance with principles which would be applied by a court notice, notify the other Party of law or equitysuch objection. The arbitrator Parties shall be attempt to agree upon a mutually acceptable to both the Companies and the Executivearbitrator. If they are unable to do so within twenty (20) business days following delivery of the parties cannot agree on an acceptable objection notice described in the immediately-preceding sentence, either Party may petition the Judicial Arbitration and Mediation Services to designate the arbitrator, the dispute shall . If arbitration is to be decided presided by a panel of three arbitrators, one appointed by then each of the parties Party shall designate an arbitrator and the selected arbitrators shall designate a third appointed by arbitrator to fill the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearpanel.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except Any controversy or claim arising out of or relating to the extent inconsistent with this Agreement, such the relationship resulting in or from this Agreement, the breach of any duties hereunder or any other relationship, transaction or dealing between the parties (collectively “Disputes”) will be settled by binding arbitration shall be conducted in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at (“AAA”). Any arbitration proceeding must be instituted, with respect to any Dispute, within two (2) years after the time date the incident giving rise thereto occurred, whether or not any damage was sustained or capable of ascertainment or either party knew of such incident. Failure to institute an arbitration proceeding within such period will constitute an absolute bar and waiver to the institution of any proceeding, whether arbitration or a court proceeding, with respect to such Dispute. Notwithstanding the foregoing, this limitations provision will be suspended temporarily as of the arbitration date any of the following events occur with respect to Dealer or either party hereto and otherwise will not resume until the date the Dealer or either party hereto is no longer subject to: (i) bankruptcy, (ii) receivership, (iii) any proceeding regarding an assignment for the benefit of creditors, or (iv) any legal proceeding, civil or criminal, which prohibits either party from foreclosing any interest it might have in accordance with principles which would the collateral of the Dealer. Arbitration claims may be applied by filed in any AAA office. Notwithstanding the foregoing, the parties agree that either party may pursue claims against the other that do not exceed Fifteen Thousand Dollars ($15,000) in the aggregate in a court of law competent jurisdiction. Except as otherwise stated herein, all notices, arbitration claims, responses, requests and documents will be sufficiently given or equityserved if mailed or delivered: (a) to CDF at 5595 Trillium Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx. 00000, Attention: General Counsel; and (b) to any other party at the address specified herein; or such other address as the parties may specify from time to time in writing. The arbitrator shall parties agree that all arbitrators selected will be acceptable to both the Companies and the Executiveattorneys with at least five (5) years secured transactions experience. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a A panel of three arbitratorsarbitrators shall hear all claims exceeding One Million Dollars ($1,000,000), one appointed exclusive of interest, costs and attorneys’ fees. Each party hereby consents to a documentary hearing for all arbitration claims, by each submitting the dispute to the arbitrator(s) by written briefs and affidavits, along with relevant documents. However, arbitration claims will be submitted by way of an oral hearing, if any party requests an oral hearing within forty (40) days after service of the parties claim, and that party remits the third appointed appropriate deposit for AAA’s fees and arbitrator compensation within ten (10) days of making the request. Each party agrees that failure to timely pay all fees and arbitrator compensation billed to the party requesting the oral hearing will be deemed such party’s consent to submitting the Dispute to the arbitrator on documents and such party’s waiver of its request for oral hearing. The site of all oral arbitration hearings will be in the Division of the Federal Judicial District in which AAA maintains a regional office that is closest to Monaco. Any award rendered by the arbitrator(s) may be entered as a judgment or order and confirmed or enforced by either party in any state or federal court having competent jurisdiction thereof. Nothing herein will be construed to prevent CDF’s or Monaco’s use of bankruptcy, receivership, injunction, repossession, replevin, claim and delivery, sequestration, seizure, attachment, foreclosure, and/or any other two arbitrators prejudgment or if provisional action or remedy relating to any Inventory for any current or future debt owed by either party to the two arbitrators do other. Any such action or remedy will not agree, appointed by the American Arbitration Associationwaive CDF’s or Monaco’s right to compel arbitration of any Dispute. The non-prevailing party will pay all of the costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the prevailing party in any arbitration proceeding. If either party brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and the party bringing or appealing such action or opposing confirmation of such award does not prevail, such party will pay all of the costs and expenses (including, without limitation, court costs, arbitrators fees and expenses and attorneys’ fees) incurred by the other reasonable charges party in defending such action. Additionally, if either party brings any action for judicial relief in the first instance without pursuing arbitration prior thereto, the party bringing such action for judicial relief will be liable for and will immediately pay to the other party all of counselthe other party’s costs and expenses (including, without limitation, court costs and attorneys’ fees) (ato stay or dismiss such judicial action and/or remove it to arbitration. The failure of either party to exercise any rights granted hereunder shall not operate as a waiver of any of those rights. This Agreement concerns transactions involving commerce among the several states. The arbitrators will not be empowered to award exemplary or punitive damages. The arbitrator(s) will decide if any inconsistency exists between the rules of the applicable arbitral forum and the arbitration occurs prior to a Change in Controlprovisions contained herein. If such inconsistency exists, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by provisions contained herein will control and supersede such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the disputerules. The amount agreement to arbitrate will survive termination of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearAgreement.

Binding Arbitration. The parties agree thatConsultant agrees that any dispute or controversy arising out of or relating to any interpretation, except as provided in Articles 9 and 10 aboveconstruction, any disputes under performance or breach of this Agreement Agreement, shall be settled exclusively by binding arbitration conducted to be held in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted Florida in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association rules then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (arbitrator may grant injunctions or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change relief in Control, if the Executive prevails on a majority such dispute or controversy. The decision of the material issues in arbitrator shall be final, conclusive and binding on the dispute, and (b) if parties to the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputearbitration. Judgment upon the final award rendered by such arbitrator(s) may be entered on the arbitrator’s decision in any court having jurisdiction thereofjurisdiction. Following The Company shall cover the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his legal costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation and expenses of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable yeararbitration; provided, however, that the Executive prevailing party shall return be entitled to recover from the non-prevailing party all reasonable legal costs and expenses incurred in preparing for and participating in the arbitration, including staff time, court costs, attorney’s fees, and all other related expenses incurred in such amounts to arbitration. If there is no prevailing party, each party will pay its own attorneys’ fees, costs, and expenses. Whether a prevailing party exists shall be determined solely by the Companies within ten (10) business days arbitrator on a claim-by-claim basis, and such arbitrator, in its sole discretion, shall determine the amount of reasonable and necessary attorneys’ fees, costs, and/or expenses, if any, for which a party is entitled. The following guiding principles shall be applied by the final arbitrator in any determination if of a prevailing party: (i) in the case intent of an arbitration prior the parties is to avoid any arbitration, action, or proceeding arising from a Change in Controlbreach of this Agreement, and therefore, the Executive does not prevail on a majority of the material issues in the parties will work together to resolve any such dispute, or ; (ii) in none of the case parties will proceed with an arbitration, action, or proceeding arising from a breach of this Agreement until after exhausting all reasonable efforts to resolve such dispute using best efforts, an arbitration impasse has resulted and a satisfactory result cannot be reached without moving forward with such arbitration, action, or proceeding; and (iii) none of the parties will bring any arbitration, action, or proceeding arising from a breach of this Agreement until after such party has fully evaluated the merits of such purported claim or cause of action and made a Change in Controldetermination that such party has a good-faith basis to move forward with such arbitration, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaction, or proceeding.

Binding Arbitration. The parties agree thatAny Dispute not resolved pursuant to the provisions of Section 17.l, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by referred to arbitration conducted in Winston-Salem, North Carolinafor determination. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with such rules as may be agreed upon by the National parties, or failing agreement within twenty (20) days after arbitration is demanded, in accordance with the Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then ("AAA"), subject to any modifications contained in effect at this Agreement. The Dispute shall be determined by one (1) arbitrator, except that if the time Dispute involves an amount in excess of $1,000,000.00 (exclusive of interest and costs), three (3) arbitrators shall be appointed to decide by majority vote unless the parties agree otherwise. The arbitrator(s) shall be selected from panels maintained by the AAA unless the parties agree otherwise. The determination of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of binding upon the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following The arbitrator(s) shall base the final determination of the dispute in which, based award on the outcome of applicable law judicial precedent, which would apply if the dispute, the Executive is, Dispute were decided by a United States District Court Judge sitting in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment California. The award shall be made no later than on or prior to in writing and include the end findings of fact and conclusions of law upon which it is based unless the calendar year following the calendar year in which the costs are incurredparties agree otherwise. Notwithstanding the foregoing, no party shall be prevented from seeking injunctive relief from a court of competent jurisdiction in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after order to enforce this Agreement. Depositions may be taken and other discovery may be obtained during such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts arbitration proceedings to the Companies within ten (10same extent authorized in civil judicial proceedings. The arbitrator(s) business days following will resolve any discovery disputes. The arbitrator(s) and counsel of record will have the final determination if (i) power of subpoena process as provided by law. Arbitration fees payable to the arbitrator in the case advance of an arbitration prior award shall be paid equally by the parties to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount arbitrator(s) shall award recovery of any all costs eligible for payment under this Section 13.01 and fees (including reasonable attorneys' fees, administrative fees, arbitrator fees, costs and expenses) to the prevailing party. The 8 <PAGE> arbitrator(s) may also grant provisional or ancillary remedies including, without limitation, injunctive relief, attachment or the appointment of a receiver, either during a calendar year will not affect the amount pendency of any costs eligible for payment under this Section 13.01 the arbitration proceeding or as part of the arbitration award. The arbitration shall be governed by the substantive laws of the State of California without regard to conflicts of law rules. The arbitration proceedings shall be conducted in any other taxable yearPalm Desert, California, unless the parties agree otherwise. 18.