Common use of Arbitration Procedure Clause in Contracts

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify confer with the parties and the Additional Notice Parties of to select the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (ih) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Federal Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern If the conduct grievance is still unresolved after the response of any arbitration under this section. All procedural matters relating the Chancellor/designee the Association may, within fifteen (15) calendar days, serve written notice to the conduct Chancellor/designee of its intent to submit the issue to arbitration. The arbitration proceeding shall be conducted by an arbitrator to be selected by mutual agreement of the arbitration other than those specified below System office and the Association within seven (7) calendar days after the request for such action. If the parties fail to mutually agree upon an arbitrator within the said seven (7) calendar day period, either party may request the Bureau of Mediation Services to provide a list of seven (7) neutral arbitrators. The representatives of the Employer and the Association shall strike names and the last remaining person shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of Expense for the parties, arbitrator's service and the arbitrator proceedings shall determine all procedural matters not specified herein. (a) Within 30 days after be borne equally by the delivery of a Notice of ArbitrationEmployer and the Association; however, each party shall afford the other, be responsible for compensating its own representatives and witnesses. If either party cancels an arbitration hearing or its counsel, with reasonable access to documents relating directly asks for a last minute postponement that leads to the issues raised in arbitrator's making a charge, the Notice canceling party or the party asking for the postponement shall pay this charge. The decision of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of final and binding upon the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. requested to issue his/her decision within thirty (c30) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 calendar days after the conclusion of the testimony and argument. If either party desires a transcript record of the arbitration proceedings, it may cause such a record to be made, providing it pays for the record. However, any party ordering a copy of the record shall pay for such copy. Subd. 1. Other Forms of Alternative Dispute Resolution (ADR). By mutual agreement between the Association and the Chancellor/designee, a grievance may be submitted for mediation before the Bureau of Mediation Services at any time prior to the arbitration hearing. Additionally, by mutual agreement between the Association and the Chancellor/designee, the arbitrator shall issue parties may use any other form of ADR to resolve a written decision grievance prior to be delivered to both parties the arbitration hearing. Expense for the ADR practitioner's service, if any, and the Additional Notice Parties (the “Final Determination”). The Final Determination proceedings shall address each issue disputed be borne equally by the partiesEmployer and the Association; however, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator each party shall be final responsible for compensating its own representatives and non-appealablewitnesses. If either party cancels an ADR proceeding or asks for a last minute postponement that leads to the ADR practitioner's making a charge, except as otherwise provided under then the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofparty initiating the cancellation or the postponement shall pay this charge.

Arbitration Procedure. The following procedures shall govern ‌ 9.01 If a grievance is not settled in the conduct course of any arbitration under this section. All procedural matters relating the grievance procedure it may be referred to Arbitration by written notice signed by the President of UWOSA, or designate, and given to the conduct AVP – Department of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the otherHuman Resources, or its counselvice versa, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior from the receipt of the answer at STEP THREE. This referral to Arbitration must be made within twenty (20) days of the answer at STEP THREE of the Grievance Procedure, it being understood that this time limit is mandatory. 9.02 Grievances shall be heard by a Board of Arbitration. The party referring the grievance to Arbitration shall at the same time name its appointee to the hearing date scheduled Board of Arbitration. The other party shall, within ten (10) days, provide written notice of its appointee to the Board of Arbitration. The two appointees shall, within ten (10) days, agree on the selection of the Chair of the Board of Arbitration. If the appointees are unable to agree, either appointee may apply to the Minister of Labour for the appointment of a Chair of the Board of Arbitration. 9.03 Notwithstanding Article 9.02, the parties may mutually agree in writing to proceed by way of a single arbitrator to hear the arbitrator each grievance. If the parties are unable to agree within twenty (20) days of the referral to Arbitration as to who will act as the single arbitrator, either party may apply to the Minister of Labour for the appointment of a single arbitrator. 9.04 The Arbitrator or Arbitration Board shall provide hear and determine the otherdispute referred to it, and the arbitratorhis, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator her or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written its decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding on the parties. The Arbitrator or Arbitration Board does not have any jurisdiction to alter, except as otherwise provided under amend, add to, or subtract from any provision of this Agreement. 9.05 Each party shall bear its own legal expenses of Arbitration including its nominee to a Board of Arbitration. The fees and expenses of the applicable Arbitrator, or the Chair of the Arbitration ActBoard, and judgment shall be equally divided between the parties. 9.06 No matter may be entered upon it in accordance with applicable law in such court as submitted to Arbitration which has jurisdiction thereofnot been properly carried through the Grievance procedure.

Arbitration Procedure. The following procedures shall govern A. A written request to proceed to arbitration must be filed by the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and Union with the maximum degree Deputy of confidentiality. Human Resources within fifteen (b15) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 working days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the Notice of Final Disciplinary Action. A copy of the written request for arbitration will be provided to the Union and the Labor Relations Unit. B. Within five (5) working days following the receipt of the request for arbitration, the parties shall confer to select the Arbitrator from the agreed upon permanent panel of arbitrators. The obligation to strike the first name shall be determined by lot, and the parties shall alternately strike one name from the list until only one name remains, and that person shall be the Arbitrator. C. The hearing on shall be scheduled as soon as possible, consistent with the issues raised by the Claimarbitrator’s schedule. Scheduling A copy of the hearing shall notice will be within provided to the sole discretion Union, Deputy of Human Resources and the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shownLabor Relations Unit. D. It is recommended that the Arbitrator render their decision within sixty (h60) Within 30 working days after of the conclusion of the aforementioned hearing. The decision shall be in writing, and copies shall be directed to the Deputy of Human Resources or designee, the arbitrator shall issue a written decision to be delivered to both parties Union and the Additional Notice Parties (Labor Relations Unit. E. The fees and expenses of the “Final Determination”). The Final Determination Arbitrator shall address each issue disputed be shared equally by the partiesDistrict and the Union, state the arbitrator’s findings it being understood and reasons thereforagreed that all other expenses including, but not limited to, fees for non–District employee witnesses, transcripts, and state similar costs incurred by the nature and amount parties during the arbitration, will be the responsibility of any damages, compensation or other relief awardedthe individual party involved. (i) F. The award rendered arbitration shall be informal and the rules of evidence prescribed for duly constituted courts shall not apply. G. Subject to the above, hearings shall be conducted in accordance with any additional rules and procedures adopted or specified by the arbitrator Arbitrator, unless the parties hereto mutually agree to other rules or procedures for the conduct of such hearings. H. The decision of the Arbitrator may sustain, modify or revoke the recommended disciplinary action and shall be final and non-appealable, except as otherwise provided under binding on the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofparties.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (ih) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Florida Uniform Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify confer with the parties and the Additional Notice Parties of to select the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company PGI at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (ih) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Federal Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than then twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. 1. The following procedures arbitrator shall govern have no power to alter, amend, change, add to, or subtract from any of the conduct terms of this Agreement, but shall determine only whether or not there has been a violation of this Agreement as alleged by the grievant. The decision of the arbitrator shall be based solely upon the evidence and arguments presented to him or her by the respective parties in the presence of each other and upon arguments presented in briefs. The arbitrator shall consider and decide only the specific issues submitted in writing and shall have no authority to make a decision on any arbitration under other issue not so submitted. 2. The hearing shall be recorded on tape. Tape recordings shall be provided to each party, the cost of which shall be divided equally. Either party may, at its own expense, cause the hearing to be recorded by a certified court reporter, and the other party may, at its own expense, receive a certified copy of the record so created, or the parties may bear the expense equally. 3. The arbitrator may hear and determine only one grievance at a time, unless the District and the Association expressly agree otherwise. 4. The arbitrator’s decision shall be in writing and shall set forth all findings of fact, reasoning, and conclusions on the issues submitted. The arbitrator shall be without power or authority to make any recommendation which requires the commission of an act prohibited by law or which violates the terms of this sectionAgreement. All procedural matters relating The arbitrator in no case shall make any recommendation inconsistent with District duties, responsibilities, or obligations, as such are prescribed in state or federal law. 5. The decision of the arbitrator will be submitted to the conduct Board of Trustees, the Chancellor, the Association and the grievant. 6. The decision of the arbitration other than those specified below arbitrator within the limits prescribed shall be discussed among counsel for in the parties form of a recommendation to the Board of Trustees. If the grievant files a request to the Board to undertake review of the advisory decision within ten (10) workdays of its issuance, the Board shall then undertake review of the entire hearing record and the arbitratorbriefs. Subject to any agreement The Board may also, if it deems it appropriate, permit oral arguments by representatives of the parties, but only in the arbitrator shall determine all procedural matters not specified hereinpresence of one another. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration7. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between In any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitratorcase, the Claimant Board shall submit to the arbitrator render a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing decision on the issues raised by the Claim. Scheduling of the hearing shall be matter within the sole discretion of the arbitrator, but in no event more than 30 days thirty (30) workdays after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state receiving the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator recommended decision. Such decision shall be final and non-appealablebinding on all parties. If the Board does not render a decision within the time specified, except as otherwise provided under it shall be deemed to have adopted the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofdecision reached at Level Three.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other 7 Not later than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 ten working days after the delivery Union serves the Company’s vice 8 president of operations or the authorized representative with written notice of intent to 9 appeal a grievance to arbitration, the Company or the Union shall file a demand for 10 arbitration with the American Arbitration Association (AAA) who will furnish, to the 11 Company and the Union, a panel of five impartial arbitrators, all of whom shall be 12 members of the National Academy of Arbitrators. Within 15 working days after receipt 13 of the panel by both Parties, the Company and the Union shall make the selection by 14 alternately striking (the first strike shall be determined by the flip of a Notice coin) names from 15 the list, until only one name remains. The arbitrator whose name remains shall be the 16 arbitrator selected by the Parties. In the event the arbitrator selected by the Parties is 17 unable to serve as the impartial arbitrator the Parties may mutually agree to select a 18 substitute arbitrator from the panel. If the Parties cannot mutually agree on a substitute 19 arbitrator, the Parties shall notify the AAA and request a new panel of Arbitrationfive names, each party from 20 which the Parties shall make the selection by alternately striking (the first strike shall be 21 determined by the flip of a coin) names from the list, until only one name remains. 22 The Arbitrator shall have jurisdiction over disputes which arise out of the 23 interpretation or application of this Agreement. The Arbitrator shall not have jurisdiction 1 to modify, add to, subtract from, or amend any provisions of this Agreement. The 2 Arbitrator shall not have jurisdiction to propose changes in hours of employment, rates 3 of pay, or working conditions. The Arbitrator shall not have jurisdiction over disputes 4 involving the discipline or discharge of probationary employees. The Arbitrator shall not 5 have jurisdiction over any grievance which was not processed through the steps of the 6 grievance procedure. The Arbitrator shall not have jurisdiction over any grievance which 7 was not timely filed at Step 2. 8 The Arbitrator shall afford the otherParties a reasonable opportunity to present 9 evidence, or its counsel, witnesses and arguments. The number of witnesses summoned by the Union 10 at any one time shall not be greater than the number that can be spared from the 11 operation without interference with reasonable access the services of the Company. The Parties may be 12 represented at arbitration. The Parties may mutually agree to documents relating directly consolidate multiple 13 arbitrable grievances to the issues raised in the Notice of Arbitrationbe considered by a single arbitrator. All documents produced and all copies thereof individuals testifying at 14 arbitration shall first be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled sworn by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may giveplaced under oath. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern 17.1 Any dispute or grievance concerning the conduct interpretation or alleged violation of this Agreement including any arbitration under this sectionquestion as to w hether a matter is arbitrable w hich having passed through the grievance procedure outlined in Article 16 still remains unresolved, may be submitted to arbitration. All procedural matters relating Either party to the conduct Agreement desirous of the arbitration other than those specified below exercising this provision shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement give notice of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly intention to the issues raised in other party and at the Notice same time appoint its member to the Board of Arbitration. All documents produced The other party shall, w ithin a period of seven (7) w orking days, appoint its member to the Board of Arbitration. The tw o members thus appointed shall confer jointly in an endeavour to select a third member w ho shall be the Chair of the Board. The parties may mutually agree to use a single arbitrator in lieu of a Board. 17.2 If w ithin ten (10) w orking days the tw o (2) members have not reached agreement, the matter shall be referred to the Minist er of Labour of the Province of Ontario w ho shall appoint a Chair. The decision of the Board of Arbitration shall be f inal and binding on both parties to the Agreement as w ell as upon the employee or employees involved in the disput e. 17.3 The Board of Arbitration or single Arbitrator shall not have any pow er to alter or change any provision in this agreement or to subst itute any new provision for an exist ing provision nor to render any decision inconsist ent w ith the terms and content of this Agreement. 17.4 Each party shall bear the expenses of its ow n member and shall bear equally the expense of the Chair or the single Arbitrator and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion expenses of the arbitration. There . 17.5 In the case of an employee w ho has been found to be unjust ly suspended or discharged, he/she shall be no reinst ated and have all rights and benefits rest ored. 17.6 Nevert heless, in any sit uation w here the Board of Arbitration or the single Arbitrator determines that there is cause for discipline, suspension or discharge, it shall have the pow er to modify any penalty imposed by the Employer and to take w hatever other discovery except that, if a reasonable need action is shown, limited depositions may be allowed just and equitable in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitycircumst ances. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures arbitration shall govern be held in Wilmington, Delaware, under the conduct of any arbitration under this section. All procedural matters relating to the conduct rules of the arbitration other than those specified below American Arbitration Association (“AAA”). Discovery shall be discussed among counsel under the U.S. Federal Rules of Civil Procedure then in effect in the District Court for the parties District of Delaware. The arbitration shall be conducted by three (3) arbitrators who are knowledgeable in the subject matter at issue in the dispute. One (1) arbitrator will be selected by IOENGINE, one (1) arbitrator will be selected by GlassBridge, and the arbitrator. Subject to any third arbitrator will be selected by mutual agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. two (a2) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place arbitrators selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingParties. The hearing shall not exceed one business dayarbitrators may proceed to an award, except for good cause shown. notwithstanding the failure of any Party to participate in the proceedings. The arbitrators shall, within fifteen (h15) Within 30 days after the conclusion of the arbitration hearing, the arbitrator shall issue a written award and statement of decision to be delivered to both parties describing the essential findings and conclusions on which the Additional Notice Parties (award is based, including the “Final Determination”)calculation of any damages awarded. The Final Determination arbitrators shall address each issue disputed by be authorized to award compensatory damages, but shall not be authorized to award non-economic damages or punitive damages, to reform, modify, or materially change this Agreement or any other agreements contemplated hereunder, or to adjudge the partiesvalidity, state the arbitrator’s findings and reasons thereforenforceability, and state the nature and amount or ownership of any damagesIOENGINE Patent. The arbitrators also shall be authorized to grant any temporary, compensation preliminary, or other permanent equitable remedy or relief awarded. (i) the arbitrators deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The arbitrators’ award shall be the sole and exclusive remedy of the Parties. Judgment on the award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment arbitrators may be entered upon it enforced in accordance with applicable law in such any court as has having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrators. Notwithstanding anything contained in this Section 8 to the contrary, each Party shall have the right to institute judicial proceedings against the other Parties or anyone acting by, through, or under such other Parties, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction, or similar equitable relief.

Arbitration Procedure. The following procedures Section 6.1 In the event that any grievance concerning the interpretation, application, administration or alleged violation of the Agreement shall govern not have been satisfactorily settled under the conduct provisions of any Article 5, the matter may then be referred to arbitration under this section. All procedural matters relating by a notice in writing by one party to the conduct other within ten (10) days from the decision of the Company under article 5.5 or article 5.7 or of the Union under article 5.7. The notice shall contain a copy of the grievance, the remedy sought and the name, address and phone number of the arbitrator. It is agreed between the parties that arbitrator ▇▇▇▇▇ ▇▇▇▇▇▇ will be assigned to all grievances presented at the expedited arbitration process. However, all grievances proceeding individually will be heard on a rotational basis by arbitrators ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇. Section 6.2 The recipient of the Written Notice, referred to in Article 6.1, shall notify in writing the other than those specified below party, within ten (10) days after Notice has been given, as to the name and address of the above named arbitrators. Where the first person named on the list is unable to hear the matter within sixty (60) calendar days, or such other times as the parties may agree, the next person will be selected and so on. Arbitrators will be utilized on a rotational basis. Section 6.3 Subject to article 5.6, each grievance submitted to arbitration shall be discussed among counsel for heard separately unless mutually agreed to. Section 6.4 The issue(s) raised in the written grievance shall be presented to the arbitrator and his/her award shall be confined to such issue(s). The finding of the arbitrator as to the facts and as to the interpretation, application, administration or alleged violation of the provisions of the Agreement shall be conclusive and binding on all parties concerned, but in no case shall the arbitrator be authorized to alter, modify or amend any part of the Agreement. Section 6.5 If it is decided by the arbitrator that an employee has been discharged or suspended without just cause, the Company will reinstate the employee without loss of seniority and pay, limited to the regular scheduled hours the employee would have worked less any amounts earned from new employment during that period, or will put into effect any lesser settlement agreed to by the parties and determined by the arbitrator. Subject to any agreement . Section 6.6 Any grievance involving the interpretation, application, administration or alleged violation of the partiesAgreement, which has been disposed of under the arbitrator provision of article 6, shall determine all procedural matters not specified hereinbe made the subject of another grievance. (a) Within 30 days after Section 6.7 The Company and the delivery of a Notice of Arbitration, each party Union shall afford share equally the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion expenses of the arbitration. There The costs and allowances to be paid to witnesses shall be no other discovery except that, if a reasonable need is shown, limited depositions paid by the party calling such witnesses. No costs of arbitration shall be awarded to or against either party. NOTE: By mutual agreement the parties may be allowed in the discretion of the arbitrator, it being the expressed intention refer grievances to Federal Mediation and agreement of each party to Conciliation Services (FMCS). FMCS will have the arbitration proceedings conducted and ability to recommend settlement only. Issues that are not resolved as expeditiously, economically and fairly as reasonably practicable, and with through the maximum degree of confidentialityFMCS process may continue to proceed to arbitration. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of Except with regard to actions seeking temporary or permanent injunctive relief, any arbitration dispute arising under this sectionAgreement between or among any parties to this Agreement will be finally settled by arbitration in accordance with the arbitration rules of the United Nations Convention on International Trade Law (the "UNCITRAL Rules"). All procedural Prior to commencing arbitration, the parties must exhaust the Project Problem procedures set forth in Section 7. 19.9.1 The arbitration will be conducted by three (3) arbitrators. The arbitrators must be familiar with business and legal matters relating similar to those that are the subject of this Agreement and the subject of the dispute. If there are only two parties to the conduct arbitration proceedings, each party will appoint one arbitrator, obtain its appointee's acceptance of such appointment, and deliver written notification of such appointment and acceptance to the other party within thirty (30) days after delivery of a formal request for arbitration from one party to the other party. If a party fails to appoint an arbitrator or deliver notification of such appointment to the other party within this time period, upon request of either party, such arbitrator will instead be appointed by the London Court of International Arbitration (the "Appointing Authority") within thirty (30) days of receiving such request. The two arbitrators appointed in accordance with the above provisions will appoint a third arbitrator, obtain the appointee's acceptance of such appointment and notify the parties in writing of such appointment and acceptance within thirty (30) days of such appointment. If the first two appointed arbitrators fail to appoint a third arbitrator or to notify the parties of that appointment within this time period, then, upon request of either party, the third arbitrator will be appointed by the Appointing Authority within thirty days of receiving such request. The third arbitrator will serve as Chairman of the tribunal. If there are more than two parties to the arbitration other than those specified below shall proceedings, then all three arbitrators will be discussed among counsel for appointed by the parties and the arbitrator. Subject to Appointing Authority within thirty days or receiving a request from any agreement of the parties. No arbitrator appointed by the Appointing Authority may be a director, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery officer, employee, counsel or agent of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderany party, and shall be returned to without the producing party upon completion consent of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any all of the parties to the arbitration, may not be a resident of the United States, Germany or their counsel Switzerland. To the extent that arbitration procedures are not defined herein, all procedures relating to arbitration, including but not limited to notice thereof, deadlines and discovery will be pursuant to the arbitrator shall UNCITRAL Rules as enacted in the forum. 19.9.2 The place of arbitration will be London unless the parties to the arbitration agree otherwise. The proceedings will be conducted only when all parties or their counsel are present and participating in the conversationEnglish language exclusively. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) 19.9.3 The award rendered by the arbitrator shall arbitrators will be final and non-appealable, except as otherwise provided under binding on the applicable Arbitration Act, and judgment parties. Judgment on the award may be entered upon it in accordance any court of competent jurisdiction. 19.9.4 The parties acknowledge that irreparable damage may occur in the event of breach of any of the terms of this Agreement. 19.9.5 If an arbitration under this Agreement coincides with applicable law an arbitrable claim under the Master Software Development Agreement, both matters must be asserted in such court as has jurisdiction thereofthe same arbitration proceedings.

Arbitration Procedure. 31.01 In the event a grievance is unresolved after being processed through all of the steps of the Grievance Procedure, unless mutually waived or having passed through the various steps by timely default of the Employer, then within thirty (30) days after the rendering of the decision at Step 4 or a timely default by the Employer at Step 4, the Union may submit the grievance to arbitration. Within this thirty (30) day period, the parties will meet to attempt to mutually agree upon an arbitrator selected from the permanent panel created by this procedure. If such agreement is not reached, then the panel members names will be stricken alternately until one (1) name remains who shall be designated the arbitrator to hear the grievance in question. 31.02 The following procedures arbitrator shall govern have no power or authority to add to, subtract from, or in any manner, alter the conduct specific terms of this Agreement or to make any award requiring the commission of any arbitration under this section. All procedural matters relating act prohibited by law or to the conduct make any award that itself is contrary to law or violates any of the arbitration other terms and conditions of this Agreement. 31.03 The arbitrator shall not decide more than those specified below shall be discussed among counsel for one (1) grievance on the parties and same hearing day or series of hearing days except by the arbitrator. Subject to any mutual written agreement of the parties, . 31.04 The hearing or hearings shall be conducted pursuant to the Rules of Voluntary Arbitration of the American Arbitration Association. 31.05 The fees and expenses of the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after and the delivery cost of a Notice of Arbitrationthe hearing room, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidentialif any, shall be used for no purpose borne by the party losing the grievance. All other than the arbitration hereunder, and expenses shall be returned to borne by the producing party upon completion of the arbitrationincurring them. There Neither party shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between responsible for any of the parties or their counsel expenses incurred by the other party. 31.06 The arbitrator's decision and the arbitrator award shall be conducted only when all parties or their counsel are present in writing and participating in the conversation. delivered within thirty (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (2030) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of from the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as record is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingclosed. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except binding as otherwise provided under to all parties. 31.07 There is hereby created a permanent panel of arbitrators to be used for the applicable selection of arbitrators pursuant to this Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.Procedure. Those individuals placed on this panel shall be: 1) ▇▇▇▇▇ ▇▇▇▇▇▇▇;

Arbitration Procedure. The following procedures Arbitration shall govern be held in the conduct of any arbitration continental United States under this section. All procedural matters relating to the conduct rules of the American Arbitration Association ("AAA"). The arbitration other than those specified below shall be discussed among counsel for conducted by three (3) arbitrators who are knowledgeable in the parties subject matter at issue in the dispute. One (1) arbitrator will be selected by Anacor, one (1) arbitrator will be selected by GSK, and the arbitrator. Subject to any third arbitrator will be selected by mutual agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. two (a2) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place arbitrators selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingParties. The hearing shall not exceed one business dayarbitrators may proceed to an award, except for good cause shown. notwithstanding the failure of either Party to participate in the proceedings. The arbitrators shall, within fifteen (h15) Within 30 calendar days after the conclusion of the arbitration hearing, the arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be authorized to award compensatory damages, but shall not be delivered authorized to both parties award non-economic damages or punitive damages, or to reform, modify or materially change this Agreement. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and equitable and within the Additional Notice scope of this Agreement, including an injunction or order for specific performance. The award of the arbitrators shall be the sole and exclusive remedy of the Parties (the “Final Determination”except for those remedies set forth in this Agreement). The Final Determination shall address each issue disputed by Judgment on the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment arbitrators may be entered upon it enforced in accordance with applicable law in such any court as has having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrators. Notwithstanding anything contained in this Section 14.2 to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party's rights hereunder through specific performance, injunction or similar equitable relief. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Arbitration Procedure. The If a grievance is not settled under the foregoing grievance process above, the Union may refer it to arbitration within ten (10) calendar days of the Operator’s decision, unless the parties mutually agreed to engage in Mediation and then the demand for arbitration may be served within ten (10) calendar days following procedures shall govern the conduct final date of mediation. No issues other than employee termination and interpretation or application of any arbitration economic provisions of this Agreement are arbitrable under this sectionAgreement. All procedural matters relating The Union’s request for arbitration must be made in writing, by the tenth calendar day after the Operator’s answer to the conduct last step in the grievance procedure has been served on the Union, or the grievance will be deemed to have been resolved on the basis of the Operator’s last answer and will not be arbitrable. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration other than those specified below shall be discussed among counsel for final and binding upon the members of the bargaining unit, and further that the Union, through its designated representatives, has authority to settle any grievance at any step. Once the grieving party properly refers the grievance to arbitration; the parties shall attempt to select an arbitrator. The parties shall select an arbitrator by the process of alternatively striking an odd number of names from a list of qualified arbitrators, including but not limited to a list provided by FMCS, until one name remains. The party to strike the first name shall be determined by a coin toss. The Arbitrator may consider and decide only the particular grievance presented to him in a written stipulation by the Operator and the arbitrator. Subject to any agreement Union, and his decision shall be based solely upon an interpretation of the provisions of this Agreement. The award of the Arbitrator so appointed shall be final and binding upon the parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement. Only one grievance shall be submitted to the Arbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and expenses of the Arbitrator, the arbitrator Court Reporter and the transcript shall determine all procedural matters not specified herein. (a) Within 30 days after be borne equally by the delivery of a Notice of Arbitration, each parties. Each party shall afford the other, or pay any fees of its counsel, with reasonable access to documents relating directly own representatives and witnesses for time lost. Occurrences prior to the issues raised in execution date or subsequent to the Notice expiration date of Arbitrationthis Agreement shall not be subject to arbitration. All documents produced Since it is important that grievances and all copies thereof arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural but shall be maintained as strictly confidential, deemed of the essence and any grievance shall be used for no purpose other than waived if not appealed to the next step or to arbitration hereunderwithin the time limits set forth herein. In recognition of the special importance of resident care issues, and allegations of resident care abuse by any employee of the facility shall be returned to handled with special recognition of their seriousness and sensitivity. In cases involving resident care, the producing party upon completion standard of whether the arbitration. There termination is appropriate shall be no other discovery except that, met if the Operator had a reasonable need is shown, limited depositions may be allowed in belief that the discretion of the arbitrator, it being the expressed intention and agreement of each party alleged actions or failure to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent act occurred. The Operator agrees to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy the investigation that the State of Washington, Department of Health conducted on the Notice incident in dispute. Upon review of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to that report the arbitrator a memorandum supporting its position and shall give consideration in any exhibits or other supporting documentsfindings he/she may render in the case. If the Opposing Party fails Arbitrator determines in a resident abuse case that the Operator had a reasonable belief the alleged actions or failure to respond to any act occurred, the termination should not be overturned except in extraordinary circumstances. In reviewing whether the Operator’s belief was reasonable, the Arbitrator’s review may include (1) the appropriateness of the issues raised by Operator’s investigation: (2) the Claimant within 20 days of receipt strength of the Claimantevidence supporting the allegation; (3) the employee’s submissionwork history; (4) the resident’s complaint history; (5) the resident’s cognitive ability; (6) physical evidence, then if any; and (7) other such factors traditionally reviewed in disciplinary cases. The parties agree that the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s responseshall accept a written statement signed by a resident, the Claimant may submit to the arbitrator a reply to the Opposing Party’s responseresident representative, or notification that no reply is forthcoming. family member in lieu of sworn testimony and it shall carry the same force and effect as if the resident, resident representative, or family member appeared and provided live testimony. Both parties shall have equal access to such written statements at least thirty (f) No later than twenty (2030) days prior to the hearing date scheduled by arbitration date. The parties agree that neither shall call a resident or patient as a witness. The Employer agrees to utilize its best efforts to encourage the arbitrator each party resident, resident representative, or family member to speak with the Union Representative or ▇▇▇▇▇▇▇ in advance of any arbitration. The Union Representative or ▇▇▇▇▇▇▇ shall provide treat the otherresident, resident representative, or family member with the utmost dignity and the arbitrator, with a list and copies respect. A representative of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing Employer shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or permitted to attend such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”meeting(s). The Final Determination Employer shall address each issue disputed make available to the Union the staff member(s) that took the statement from the resident, resident representative, or family member, so long as he or she is still employed. In terminations stemming from suspected or actual resident abuse, both the Union and the Employer agree to stipulate to the following facts: 1. Both the Employer and the Union are committed to an environment where residents are free from any form of abuse. 2. Both the Employer and the Union agree that resident abuse is a violation of a resident’s rights and Washington and federal law. 3. When a resident makes an allegation of abuse, assuming the resident does not suffer from severely impaired cognitive state such that his or her allegations should not be believed, the Employer is obligated and permitted to consider the resident’s allegations as accurate. 4. Assuming the Employer establishes that the resident does not suffer from a severely impaired cognitive state, the employee shall have the burden to establish the resident was lying, mistaken or otherwise incorrect with respect to the allegations. 5. Reinstating an employee previously accused of resident abuse could expose the Employer to additional liability if the employee engages in that type of behavior in the future. 6. The parties agree to stipulate before the arbitrator that the facility is bound by the parties, definition of abuse contained in the applicable state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awardedfederal regulations. 7. The Employer has a zero-tolerance policy regarding abuse and employees are aware of this fact. 8. All employees of the Employer are trained in recognizing and reporting elder and dependent abuse and are mandated by law to report the same even if they doubt the veracity of the allegations. 9. An employee must abide with the Genesis Abuse Policy by reporting a known or suspected instance of abuse if he or she: (ia) The award rendered has observed or has knowledge of an incident that reasonably appears to be abuse; (b) has been told by an elder or dependent adult that he or she has experienced behavior constituting abuse; or (c) reasonably suspects that abuse has occurred. In the arbitrator event, any licensing agency or regulatory agency finds that resident abuse occurred, the employee shall be final and non-appealable, except as otherwise provided under subject to immediate termination without recourse to the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofgrievance or arbitration provisions of this Agreement.

Arbitration Procedure. ‌ 30.01 Any dispute not settled in accordance with Article 28 and Article 29 may be submitted to an arbitrator who will be selected jointly by the parties. The following procedures shall govern party electing arbitration will serve notice of intent to arbitrate within 60 days of receiving the conduct Company’s decision and will submit the name of at least 1 arbitrator to the other party. If the parties are unable to agree on the choice of an arbitrator within 15 calendar days after notice of intent has been received, the Minister of Labour will be requested to appoint an arbitrator. 30.02 The arbitrator will have full jurisdiction over matters placed in his hands under the terms of this Agreement. 30.03 The arbitrator will have no jurisdiction to alter, modify, amend or make any decision inconsistent with the terms of this Agreement. 30.04 The arbitrator will establish his own procedure consistent with the principles of natural justice. 30.05 The arbitrator will have full authority, in the case of a grievance appeal, to render any decision that is fair and equitable with regard to the interpretation, application and alleged violation of the Agreement and to any grievance of a disciplinary nature. 30.05.01 In the case of disciplinary or discharge appeals, the arbitrator will have the authority to determine whether the disciplinary or discharge action taken by the Company was for just and proper cause. 30.05.02 In such disciplinary or discharge appeals, the arbitrator may uphold the Company's final decision, fully exonerate and reinstate the Cabin Attendant with pay for all time lost or render such other decision as he considers just and equitable. 30.05.03 In the case of an arbitration under this section. All procedural matters where the decision has been to reinstate the Cabin Attendant, any salary adjustment included in the decision will be paid to the Cabin Attendant within 30 days after receiving the decision. 30.05.04 The arbitrator's decisions will be final and binding on the Union, the Company and the Cabin Attendant involved. 30.06 The Company will provide the Union with a copy of all documents and materials relating to the conduct grievance. 30.07 For any arbitration hearing, Cabin Personnel called as witnesses will be granted the time needed for their deposition as well as facilitate their transportation on the Company's system. 30.08 Compensation of the arbitration other than those specified below shall be discussed among counsel for the parties arbitrator and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified hereinexpenses incurred by him will be shared equally by each party. (a) Within 30.09 The provisions of Article 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but will in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator way limit restrict or such other place as is mutually agreed. Both parties shall be granted substantially equal time abridge any rights or privileges accorded to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided either party under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereoflaw.

Arbitration Procedure. The following procedures shall govern If a grievance is not settled under the conduct Operator’s grievance procedure above, the Union may refer it to arbitration within ten (10) calendar days of the Operator’s decision. No issues other than employee termination and interpretation or application of any arbitration economic provisions of this Agreement are arbitrable under this sectionAgreement. All procedural matters relating The Union’s request for arbitration must be made in writing, by the tenth calendar day after the Operator’s answer to the conduct last step in the grievance procedure has been served on the Union, or the grievance will be deemed to have been resolved on the basis of the Operator’s last answer and will not be arbitrable. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration other than those specified below shall be discussed among counsel for final and binding upon the parties members of the bargaining unit, and further that the Union, through its designated representatives, has authority to settle any grievance at any step. The Union and the arbitratorEmployer appoint ▇▇▇▇▇▇▇ ▇. Subject ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇ to any agreement be the permanent arbitrators (the “Arbitrators”) who shall arbitrate. The party requesting arbitration shall submit the unresolved grievance in writing to one of the partiesthree Arbitrators, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of on a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counselrotating basis, with a copy to the Additional Notice Partiesother party. Oral communications between any The Arbitrator may consider and decide only the particular grievance presented to him in a written stipulation by the Operator and the Union, and his decision shall be based solely upon an interpretation of the provisions of this Agreement. The award of the Arbitrator so appointed shall be final and binding upon the parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement. Only one grievance shall be submitted to the Arbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and expenses of the Arbitrator, the Court Reporter and the transcript shall be borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to the execution date or their counsel subsequent to the expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural, but shall be deemed of the essence and any grievance shall be waived if not appealed to the next step or to arbitration within the time limits set forth herein. The parties agree that the arbitrator shall be conducted only when all accept a written statement signed by a resident or patient in lieu of their sworn testimony. Both parties or their counsel are present and participating in the conversation. shall have equal access to such written statements at least thirty (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (2030) days prior to the hearing date scheduled arbitration date. The parties agree that neither shall call a resident or patient as a witness. In recognition of the special importance of resident care issues, allegations of resident care abuse by any employee of the facility shall be handled with special recognition of their seriousness and sensitivity. In cases involving resident care, the standard of whether the termination is appropriate shall be met if the Operator had a reasonable belief that the alleged actions or failure to act occurred. The Operator agrees to submit to the arbitrator each party shall provide the otherinvestigation that the State of Washington, and Department of Health conducted on the arbitrator, with a list and copies incident in dispute. Upon review of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, report the arbitrator shall notify give consideration in any findings he/she may render in the parties and case. If the Additional Notice Parties Arbitrator determines in a resident abuse case that the Operator had a reasonable belief the alleged actions or failure to act occurred, the termination should not be overturned except in extraordinary circumstances. In reviewing whether the Operator’s belief was reasonable, the Arbitrator’s review may include (1) the appropriateness of the date Operator’s investigation: (2) the strength of the hearing on evidence supporting the issues raised by allegation; (3) the Claimemployee’s work history; (4) the resident’s complaint history; (5) the resident’s cognitive ability; (6) physical evidence, if any; and (7) other such factors traditionally reviewed in disciplinary cases. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as It is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, agreed that the arbitrator shall issue accept a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed statement signed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount resident or family member in lieu of any damages, compensation his or other relief awardedher sworn testimony. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. 23:01 Either party may refer a grievance to arbitration provided that the grievance has been properly processed through all of the requisite steps of the grievance procedure and within the prescribed time limits subject to article 22:08. 23:02 The following procedures party wishing to submit the grievance to arbitration shall govern make such request in writing, by registered mail, containing the conduct name of any arbitration under this section. All procedural matters relating that party’s nominee to the conduct Board of Arbitration, to the other party within fifteen (15) working days after the receipt of the arbitration reply at Step Two of the grievance procedure. The recipient of the notice shall within fifteen (15) working days inform the other than those specified below party in writing by registered mail, of the name of its nominee to the Board of Arbitration. The two nominees shall within fifteen (15) working days of the appointment of the second of them, appoint a third party who shall be discussed among counsel for the chairperson of the Board of Arbitration. If the recipient of the notice fails to appoint a nominee, or if the two nominees fail to agree upon a chairperson within the time limits prescribed herein, the appointment shall be made in accordance with the relevant provisions of the Ontario Labour Relations Act, as amended from time to time. 23:03 The Arbitration Board shall hear and determine the difference or allegation and shall issue a decision, and the decision shall be final and binding upon the parties and upon any employee affected by it. The decision of a majority is the arbitrator. Subject to any agreement decision of the partiesArbitration Board, but if there is not a majority, the arbitrator shall determine all procedural matters not specified hereindecision of the Chairperson governs. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions 23:04 No person may be allowed appointed as a nominee or a chairperson to a Board of Arbitration who has been involved in an attempt to negotiate or settle the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitygrievance. (b) All written communications regarding the proceeding sent 23:05 The Board of Arbitration shall not have any authority to the arbitrator shall be sent simultaneously alter, modify, change, add to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between detract from any of the parties provisions of this collective agreement or their counsel and the arbitrator shall be conducted only when all parties to substitute any new provisions in lieu thereof or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to give any decision contrary to the arbitrator provisions of this collective agreement or to provide a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit remedy applicable to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days time prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling filing of the hearing shall be within the sole discretion grievance. 23:06 Each of the arbitrator, but in no event more than 30 days after parties to this collective agreement will pay the last submission by fees and disbursements of its nominee to the partiesBoard of Arbitration, and shall take place within 50 miles will share equally the fees and disbursements of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shownChairperson. (h) Within 30 days after 23:07 Any time limits set in both the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties Grievance and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment Procedure may be entered upon it extended by mutual agreement in accordance with applicable law in such court as has jurisdiction thereofwriting.

Arbitration Procedure. The following procedures shall govern the --------------------- conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s 's submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s 's submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s 's response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s 's response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “"Final Determination”"). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s 's findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating In addition to the conduct provisions of the Section --------------------- 13.2, in respect to all arbitration proceedings hereunder other than those specified below Forty Five Day Arbitration, the following schedule and content of proceedings shall be discussed among counsel for applicable except when agreed by the parties and Parties otherwise or upon ruling by the arbitrator. Subject to any agreement of tribunal upon good cause shown by the parties, the arbitrator shall determine tribunal or a Party (all procedural matters not specified herein.time periods set forth in this section are calendar days): (a) Within 30 twenty (20) days after Commencement, the delivery respondent shall file with the AAA and serve on the claimant a statement of defense and any counterclaim it wishes to assert involving a Notice of ArbitrationDispute under the Agreement, each party shall afford the other, or its counsel, with reasonable access to documents relating directly subject to the issues raised limitations on joinder and consolidation of claims provided in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitySection 13.5 herein. (b) All written communications regarding Within five (5) days after Commencement, the proceeding sent Parties shall request the AAA to provide a list of fifteen (15) qualified arbitrators who have indicated availability to sit as arbitrators on the schedule set forth herein and their relevant biographical data. Within ten (10) days after receipt of such list, each Party shall return said list to the arbitrator AAA in which it shall have stricken five (5) of the arbitrators and ranked the remaining arbitrators 1 through 10, 1 being the Party's first choice. Unless the Parties agree to request an additional list from the AAA, and thus to repeat the process with the same timing, the AAA shall select three (3) arbitrators as promptly as possible having the highest combined preference based upon the rankings of the Parties. Upon written notice by the AAA to the Parties of the arbitrators selected, the panel shall be sent simultaneously to each party or its counsel, with a copy to seated. The arbitrator who shall serve as the Additional Notice Parties. Oral communications between any chair of the parties tribunal shall not be a citizen or their counsel and permanent resident of the arbitrator shall be conducted only when all parties United States or their counsel are present and participating in the conversationBrazil. (c) Within 20 forty (40) days after selection of the arbitratorCommencement, the Claimant Parties shall submit exchange requests for documents relevant to the arbitrator Dispute. Objections to said requests shall be submitted to the panel within ten (10) days after receipt of such requests and shall be ruled upon by the panel within fifteen (15) days thereafter or within fifteen (15) days after the panel is seated, whichever is later. All requested documents shall be produced within thirty (30) days after the document request or within ten (10) days after receipt by the Parties of a copy of ruling on the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claimrequest. (d) Within 20 ninety (90) days after the panel is seated, the claimant shall submit to the AAA and serve upon the respondent a brief of its factual and legal arguments accompanied by copies of all documents it expects to offer in evidence at the hearing and sworn witness statements of all witnesses it will call at hearing, which sworn witness statements shall serve as the direct testimony of such witnesses. Within sixty (60) days after receipt of the Claimant’s submissionclaimant's submissions, the Opposing Party respondent shall submit to the arbitrator a memorandum supporting and serve its position brief, documents and any exhibits or other supporting documentssworn witness statements. If the Opposing Party fails respondent has filed counterclaims, claimant shall have a further period of fifteen (15) days to respond to any submit a brief, documents and sworn witness statements in reply thereto. Upon leave of the issues raised by the Claimant within 20 days panel, a Party may offer additional evidence at hearing for purposes of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue rebuttal and bar any subsequent consideration of the matterimpeachment. (e) Within 20 ten (10) days after receipt all submissions under subparagraph (d) are made, the Parties shall submit to each other and the tribunal a list of the Opposing opposing Party’s response's expert witnesses it wishes to depose, the Claimant may submit which shall be allowed as of right. Such depositions shall be limited to the arbitrator a reply to the Opposing Party’s responseno more than six hours per individual deposed. Within thirty (30) days thereafter, or notification that no reply is forthcomingall depositions shall be completed. (f) No later than twenty Within thirty (2030) days prior after the completion of depositions (or if none are requested, within forty (40) days after the submission of all briefs), the panel shall conduct a hearing. Subject to the hearing date scheduled objection being sustained by the arbitrator each party panel to any evidence contained in the witness statements, the witness statements shall provide constitute the otherdirect testimony of the Parties, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits all witnesses shall be made available for cross-examination at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may givehearing. (g) Within 10 thirty (30) days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion completion of the hearing, the arbitrator panel shall issue render its award accompanied by a written reasoned decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awardedin writing. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s 's submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s 's submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s 's response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s 's response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “"Final Determination”"). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s 's findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (ih) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern On or after the conduct of any arbitration under this section. All procedural matters relating to the conduct date of the arbitration other than those specified below notice to invoke arbitration, the moving party will request the Federal Mediation and Conciliation Service (FMCS) to provide a list of seven impartial persons to act as an arbitrator. The parties shall meet within 10 calendar days after receipt of such list to select an arbitrator (this may be done by telephone for national level grievances). If the parties cannot mutually agree on one of the listed arbitrators, then the Department and the Union will alternatively strike one potential arbitrator’s name from the list of seven and will then repeat this procedure until one name remains. The remaining person shall be discussed among counsel the duly selected arbitrator. The parties will choose lots to determine who strikes the first name. Following the selection, the moving party will, within 14 calendar days, notify the FMCS of the name of the arbitrator selected. A copy of the notification will be served on the other party. The time limits may be extended by mutual consent. The arbitration hearing date must be scheduled (not held) within six months from the date the arbitrator was selected or the grievance will be considered terminated. An exception to this time period will be made by mutual consent to extend the timeframes. Additionally, an exception will be made for inability on the parties and part of the arbitrator to provide a hearing date. Should the Department refuse to participate in scheduling the arbitration within the time frames set forth in this article, the Union may unilaterally schedule the arbitration hearing date. The procedures used to conduct an arbitration hearing shall be determined by the arbitrator. Subject Both parties shall be entitled to any agreement call and cross-examine witnesses before the arbitrator. All witnesses necessary for the arbitration will be on duty time if otherwise in a duty status. On sufficient advance notice from the Union, the Department will rearrange necessary witnesses’ schedules and place them on duty during the arbitration hearing whenever practical. Such schedule changes may be made without regard to contract provisions on Article 21 - Hours of Duty. A reasonable amount of preparation time for arbitration will be granted in accordance with the provisions of Article 48 - Official Time and local supplemental agreements. The arbitrator’s fees and expenses shall be borne equally by the parties. If either party requests a transcript, that party will bear the entire cost of such transcript. For single station local grievances, the site normally will be the facility where the grievance exists. At the local union’s request, another site may be designated upon mutual agreement. If another site is used, the local union will pay the cost of the partiessite. For grievances at the national level, the Department and the NVAC President will communicate to work out a mutually agreeable site for the arbitration. The parties will attempt to submit a joint statement of the issue or issues to the arbitrator. If the parties fail to agree on a joint submission, each shall make a separate submission. The arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitrationissue or issues to be heard. The arbitrator’s decision shall be final and binding. However, each either party shall afford the other, or its counsel, with reasonable access to documents relating directly may file an exception to the issues raised arbitrator’s award in accordance with applicable law and regulations. The arbitrator will be requested to render a decision within 60 days. Any dispute over the Notice interpretation of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and an arbitrator’s award shall be returned to the producing party upon completion of arbitrator for settlement, including remanded awards. An arbitrator’s award shall have only local application unless it was a national level grievance or the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent matter was elevated to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to national level. Where it is mutually agreed between the Additional Notice Parties. Oral communications between any of the parties or their counsel NVAC President and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant Department within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after a local union has filed a notice for arbitration, an arbitration dispute will be elevated to the last submission by national level. The arbitrator has full authority to award appropriate remedies including reasonable legal fees pursuant to the parties, and shall take place within 50 miles provisions of Section 702 of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Civil Service Reform Act, and judgment may be entered upon in any case in which it in accordance with applicable law in such court as has jurisdiction thereofis warranted.

Arbitration Procedure. The following procedures shall govern the conduct of Except with regard to actions seeking temporary or permanent injunctive relief, any arbitration dispute arising under this sectionAgreement between or among any parties to this Agreement will be finally settled by arbitration in accordance with the arbitration rules of the United Nations Convention on International Trade Law (the "UNCITRAL Rules"). All procedural Prior to commencing arbitration, the parties must exhaust the Project Problem procedures set forth in Section 7. 19.9.1 The arbitration will be conducted by three (3) arbitrators. The arbitrators must be familiar with business and legal matters relating similar to those that are the subject of this Agreement and the subject of the dispute. If there are only two parties to the conduct arbitration proceedings, each party will appoint one arbitrator, obtain its appointee's acceptance of such appointment, and deliver written notification of such appointment and acceptance to the other party within thirty (30) days after delivery of a formal request for arbitration from one party to the other party. If a party fails to appoint an arbitrator or deliver notification of such appointment to the other party within this time period, upon request of either party, such arbitrator will instead be appointed by the London Court of International Arbitration (the "Appointing Authority") within thirty (30) days of receiving such request. The two arbitrators appointed in accordance with the above provisions will appoint a third arbitrator, obtain the appointee's acceptance of such appointment and notify the parties in writing of such appointment and acceptance within thirty (30) days of such appointment. If the first two appointed arbitrators fail to appoint a third arbitrator or to notify the parties of that appointment within this time period, then, upon request of either party, the third arbitrator will be appointed by the Appointing Authority within thirty days of receiving such request. The third arbitrator will serve as Chairman of the tribunal. If there are more than two parties to the arbitration other than those specified below shall proceedings, then all three arbitrators will be discussed among counsel for appointed by the parties and the arbitrator. Subject to Appointing Authority within thirty days or receiving a request from any agreement of the parties. No arbitrator appointed by the Appointing Authority may be a director, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery officer, employee, counsel or agent of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderany party, and shall be returned to without the producing party upon completion consent of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any all of the parties to the arbitration, may not be a resident of the United States, Germany or their counsel Switzerland. To the extent that arbitration procedures are not defined herein, all procedures relating to arbitration, including but not limited to notice thereof, deadlines and discovery will be pursuant to the arbitrator shall UNCITRAL Rules as enacted in the forum. 19.9.2 The place of arbitration will be London unless the parties to the arbitration agree otherwise. The proceedings will be conducted only when all parties or their counsel are present and participating in the conversationEnglish language exclusively. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) 19.9.3 The award rendered by the arbitrator shall arbitrators will be final and non-appealable, except as otherwise provided under binding on the applicable Arbitration Act, and judgment parties. Judgment on the award may be entered upon it in accordance any court of competent jurisdiction. 19.9.4 The parties acknowledge that irreparable damage may occur in the event of breach of any of the terms of this Agreement. 19.9.5 If an arbitration under this Agreement coincides with applicable law an arbitrable claim under the Systems Operations Agreement, both matters must be asserted in such court as has jurisdiction thereofthe same arbitration proceedings.

Arbitration Procedure. The following procedures 9.01 When either Party requests that a grievance be submitted to arbitration, the request shall govern the conduct of any arbitration under this section. All procedural matters relating be in writing addressed to the conduct other Party of the arbitration other than those specified below grievance and shall be discussed among counsel for at the parties and same time name one person as its appointee to the arbitrator. Subject to any agreement Arbitration Board. 9.02 The recipient of the partiesnotice shall, the arbitrator shall determine all procedural matters not specified herein. within five (a5) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 working days of receipt of same, name one person as its appointee to the Claimant’s submissionArbitration Board. If the recipient fails to name a nominee within the five (5) working days, then the arbitrator may find Party requesting arbitration shall apply to the Labour Relations' Board for the Claimant on any such issue and bar any subsequent consideration appointment of a nominee. 9.03 The two (2) appointees shall, within five (5) working days of the matterappointment of the latter, meet or contact each other in an endeavour to agree upon a third person to act as Chairperson. If the two appointees fail to agree upon a Chairperson within the said five (5) working days, they shall request the Ontario Labour Management Arbitration Commission to appoint a Chairperson forthwith. (e) Within 20 days after receipt 9.04 The proceedings of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled Arbitration Board shall be expedited by the arbitrator each party shall provide the other, Board and the arbitrator, with a list and copies Canadian Union of Public Employees. The decision of the documents upon which they may rely and/or submit as exhibits at the hearing and a list majority of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator Arbitration Board shall be final and non-appealablebinding on the Parties, except as otherwise provided under but the applicable Board of Arbitration Actshall not be authorized to make, and judgment nor shall they make any decision or recommendation inconsistent with the provisions of the agreement, nor shall they have the power to add to, subtract from or modify any of the terms of this Agreement. 9.05 No matter may be entered upon it submitted to arbitration which has not been properly carried through all previous steps of the grievance procedure. 9.06 Each Party shall bear the expense of its own appointee and its witnesses and the expense of the Chairperson shall be shared equally by both Parties. No costs of any arbitration shall be awarded to or against either Party. 9.07 No person may be appointed as an Arbitrator who has been involved in accordance with applicable law any attempt to settle the grievance. 9.08 Nothing in this Agreement or the other subsections of this Article shall prevent the Parties of this Agreement from agreeing on a single Arbitrator, to hear and decide any matter which may be referred to arbitration. If the Parties agree to the use of a single Arbitrator, then the cost of such court as has jurisdiction thereofArbitrator shall be shared equally by the Parties.

Arbitration Procedure. The following procedures shall govern Company and Reinsurer intend that any dispute between them arising under this Agreement (excluding those disputes identified in Section 7.1(a)) be resolved without resort to any litigation. Accordingly, the conduct Company and Reinsurer agree that they will negotiate diligently and in good faith to agree on a mutually satisfactory resolution of any such dispute; provided, however, that if any such dispute cannot be so resolved by them within sixty (60) calendar days (or such longer period as the parties may agree) after commencing such negotiations, the Company and Reinsurer agree that they will submit such dispute to arbitration under this sectionin the manner specified in, and such arbitration proceeding will be conducted in accordance with, the Supplementary Rules for the Resolution of Intra-Industry U.S. Reinsurance and Insurance Disputes of the American Arbitration Association. All procedural matters relating The arbitration hearing will be before a panel of three (3) disinterested arbitrators, each of whom must be a present or former officer of a life insurance or life reinsurance company familiar with the life reinsurance business, or other professionals with experience in life insurance or reinsurance, provided that such professionals shall not have performed services for either party within the previous five (5) years, and provided further that no arbitrator shall be a former employee of the Company or any of its Affiliates. The Company and Reinsurer will each appoint one arbitrator by written notification to the conduct other party within thirty (30) calendar days after the date of the arbitration other than those specified below mailing of the notification initiating the arbitration. These two arbitrators will then select the third arbitrator within sixty (60) calendar days after the date of the mailing of the notification initiating arbitration. If either the Company or Reinsurer fails to appoint an arbitrator, or should the two arbitrators be unable to agree upon the choice of a third arbitrator, the president of the Appointment Committee of the Chartered Institute of Arbitrators (Bermuda Branch) will appoint the necessary arbitrators within thirty (30) calendar days after the request to do so. The arbitrators shall be discussed among counsel for base their decision on the parties terms and conditions of this Agreement. However, if the arbitrator. Subject to any agreement terms and conditions of this Agreement do not explicitly dispose of an issue in dispute between the parties, the arbitrator shall determine arbitrators may base their decision on the customs and practices of the life insurance and life reinsurance industry together with an interpretation of the law. The vote or approval of a majority of the arbitrators will decide any question considered by the arbitrators. The place of arbitration will be determined by the arbitrators. Each decision (including, without limitation, each award) of the arbitrators will be final and binding on all procedural matters not parties and will be nonappealable, except that (at the request of either the Company or Reinsurer) any award of the arbitrators may be confirmed (or, if appropriate, vacated) by a judgment entered by the court specified herein. in Section 11.4. No such award or judgment will bear interest except as provided in Section 3.2. In no event may the arbitrators award punitive or exemplary damages. Each party will be responsible for paying (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or all fees and expenses charged by its respective counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidentialaccountants, shall be used for no purpose other than the arbitration hereunderactuaries, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed representatives in the discretion of the arbitrator, it being the expressed intention conjunction with such arbitration and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any one-half of the parties or their counsel fees and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversationexpenses charged by each arbitrator. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The 8:01 If the employer’s decision following procedures shall govern the conduct Step 2 meeting of any arbitration under this section. All procedural matters relating the Grievance Procedure is not satisfactory to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the partiesUnion, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions such grievance may be allowed in submitted to arbitration provided written notice of appeal to arbitration is served on the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant Employer within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) working days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list delivery of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may giveEmployer’s decision. (g) Within 10 days after the last submission as provided above, the 8:02 The parties agree that a single arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time relied upon to present evidence at the hearingresolve disputes under this Collective Agreement. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding on both parties. The cost of the arbitrator shall be shared equally by the Employer and the Union. 8:03 The arbitrator shall not have the jurisdiction to alter or change any of the provisions of this Agreement, except as otherwise provided under nor to substitute any new provision in lieu thereof, nor to give any decision inconsistent with the applicable Arbitration Actterms and provisions of this Agreement, nor to deal with any matter not covered by this Agreement. The arbitrator, however, in respect of a grievance involving a penalty shall be entitled to modify such penalty. 8:04 All reasonable arrangements will be made to permit the conferring parties to have access to the facility to view any disputed operations involved in the grievance. Time limits fixed in the grievance and judgment arbitrator procedures may be entered extended my mutual consent of the parties. 8:05 The Board of Arbitration shall have no power to alter, add to, subtract from, modify or amend this Agreement. The Board of Arbitration may dispose of a grievance in any manner which it deems just and equitable consistent with the provisions of this Agreement. The decision of the majority of the members of the Board of Arbitration shall be the decision of the Board, but if there is no majority the decision of the Chairman shall govern. 8:06 The proceedings of the Arbitration Board will be expedited by the parties hereto and the decision of the Board will be final and binding upon it in accordance the parties hereto and the employee concerned. 8:07 Each of the parties hereto shall pay its own expenses including pay for witnesses and the expense of its own Arbitrator and one half (2) of the expenses and fees of the Chairman. 8:08 At any stage of the Grievance/Arbitration Procedure, the parties may have the assistance of the employee or employees concerned. All reasonable arrangements will be made to permit the conferring parties or the Board of Arbitration to have access to any part of the Retirement Residence to view any working conditions which may be relevant to the settlement of the grievance at a reasonable time and so as not to interfere with applicable law in such court the normal function of the Retirement Residence. 8:09 The foregoing arbitration procedures shall not preclude either party to this Agreement from exercising their right under Section 49 of the present Ontario Labour Relations Act as has jurisdiction thereofamended from time to time. 8:10 The foregoing arbitration procedures shall not preclude the Employer and the Union from agreeing to have a single arbitrator preside as an arbitration board.

Arbitration Procedure. The following procedures shall govern (a) Either of the conduct parties may, after exhausting the grievance procedure, notify the other party within twenty (20) Business Days of any the receipt of the reply at Step 2 or such reply being due, of its desire to refer the grievance to arbitration under this section. All procedural matters relating pursuant to the conduct provisions of the Trade Union Act and this Agreement. (b) In the event that a grievance is submitted to arbitration, it shall be heard by a single arbitrator, unless either party requests that it be heard by a three-member arbitration board. (c) If the grievance is to be heard by a single arbitrator and the Union and the Employer fail to agree upon the appointment of the arbitrator within seven (7) Business Days of notice of arbitration, either party may request the Minister of Labour and Advanced Education for Nova Scotia to appoint an arbitrator. (d) If the grievance is to be heard by a three-member arbitration board, the Union and the Employer shall each appoint a member of the arbitration other than those specified below board within seven (7) Business Days of notice of arbitration. Should the appointed members fail to agree upon the appointment of a chair within five (5) Business Days of their appointment, the Minister of Labour and Advanced Education for Nova Scotia shall be discussed among counsel for appoint the parties and chair. (e) The arbitration board or single arbitrator shall render a decision in as short a time as possible. With due regard to the arbitrator. Subject to any agreement wishes of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitrationdecision shall, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice normal course be handed down within a maximum of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than thirty (30) Business Days from the arbitration hereunder, and shall be returned to the producing party upon completion appointment of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the chair or single arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior Arbitration awards shall be final and binding as provided by Section 42 of the Trade Union Act. An arbitrator may not alter, modify or amend any part of this Agreement, but shall have the power to the hearing date scheduled modify or set aside any unjust penalty of discharge, suspension or discipline imposed by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may giveEmployer on an Employee. (g) Within 10 days after Each party shall pay the last submission as provided above, fees and expenses of its appointed member and one- half the arbitrator shall notify the parties fees and the Additional Notice Parties expenses of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the chair or single arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after The arbitrator or the conclusion arbitration board has the power to order pre-hearing disclosure of relevant documents at the hearing, request of one party to the arbitrator shall issue a written decision Arbitration with notice to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awardedaffected party. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The following procedures shall govern arbitration will be governed by the conduct United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration under this section. All procedural matters relating will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the partiesboth Parties; provided however that, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions Parties may be allowed in the discretion of the arbitrator, it being the expressed intention and by mutual agreement of each party elect to have the arbitration proceedings conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and resolved as expeditiouslyshall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, economically and fairly as reasonably practicablethe Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any sole and exclusive remedy of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the otherParties, and the arbitrator, with a list and copies Parties hereby expressly agree to waive the right to appeal from the decisions of the documents upon which they may rely and/or submit as exhibits at Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the hearing and a list decision of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing Arbitrator. Judgment on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment Arbitrator may be entered upon it enforced in accordance with applicable law in such any court as has having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. The following procedures Any dispute arising out of or connected with this Agreement shall govern the conduct of any be resolved by binding arbitration under this section. All procedural matters relating conducted in Orlando, Florida pursuant to the conduct Commercial Arbitration Rules of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitrationAmerican Arbitration Association. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in excluded from the discretion of foregoing agreement to arbitrate (a) whether the arbitrator, it being the expressed intention Partners should take an action requiring both Partners' approval under Section 10; and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding whether the proceeding sent Partnership or Manager should take any action or refrain from taking action requiring the approval of the Blackstone Holding II Representatives and the Universal Holding II Representatives. Each party to the dispute shall by notice to the other party name an arbitrator and the two so named shall decide upon the third. The second arbitrator to be appointed must be appointed by notice to the party who appointed the first arbitrator within 10 business days after the notice of the appointment of the first arbitrator, failing which the first arbitrator so appointed shall act as the sole arbitrator. If pursuant to the preceding two sentences, two arbitrators have been appointed by the parties and if the two so appointed do not agree upon a third arbitrator, the American Arbitration Association in Orlando shall be requested to submit a list of five persons to serve as the third arbitrator. The parties shall select the third arbitrator from the list submitted, provided that if the parties cannot agree upon the third arbitrator, then the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to selected from the Additional Notice Partieslist of five through the process of striking names from the list until one name remains. Oral communications between The decision of any two of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator arbitrators shall be final and non-appealable, except as otherwise provided under binding upon all parties. A judgment upon any award rendered by a majority of the applicable Arbitration Act, and judgment arbitrators may be entered and enforced in any court of competent jurisdiction. Unless the arbitrators determine otherwise (which they shall have the right to do), all costs and expenses of the arbitrators shall be borne equally by the parties with the exception that the cost of the arbitrator selected by each party shall be paid by the selecting party. The arbitrators may award the prevailing party all or any portion of its attorneys' fees and other costs incurred in connection with the proceeding. The arbitrators shall be requested to render an opinion within 60 days after the date the controversy (within 15 days in the case of an expedited proceeding) is submitted to them. The above procedures contemplate that there will only be two parties to the arbitration proceeding; if there are more, and the parties cannot agree upon it in accordance with applicable law in such court as has jurisdiction thereofthe method of choosing arbitrators, the method of proceeding shall be determined pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. Any dispute (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and fair market value determination referred to in Section 27 above) arising out of or connected with this Agreement shall be returned resolved by binding arbitration conducted in Orlando, Florida pursuant to the producing party upon completion Commercial Arbitration Rules of the arbitrationAmerican Arbitration Association. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in excluded from the discretion of forgoing agreement to arbitrate (a) whether the arbitrator, it being the expressed intention Partners should take any action requiring both Partners’ approval under Section 10 above; and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding whether the proceeding sent Partnership should take any action or refrain from taking action requiring the approval of the Representatives. Each party to the dispute shall by notice to the other party name an arbitrator and the two so named shall decide upon the third. The second arbitrator to be appointed must be appointed by notice to the party who appointed the first arbitrator within 10 business days after the notice of the appointment of the first arbitrator, failing which the first arbitrator so appointed shall act as the sole arbitrator. If pursuant to the preceding two sentences, two arbitrators have been appointed by the parties and if the two so appointed do not agree upon a third arbitrator, the American Arbitration Association in Orlando shall be requested to submit a list of five persons to serve as the third arbitrator. The parties shall select the third arbitrator from the list submitted; provided that if the parties cannot agree upon the third arbitrator, then the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to selected from the Additional Notice Partieslist of five through the process of striking names from the list until one name remains. Oral communications between The decision of any two of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator arbitrators shall be final and non-appealable, except as otherwise provided under binding upon all parties. A judgment upon any award rendered by a majority of the applicable Arbitration Act, and judgment arbitrators may be entered and enforced in any court of competent jurisdiction. Unless the arbitrators determine otherwise (which they shall have the right to do), all costs and expenses of the arbitrators shall be borne equally by the parties with the exception that the cost of the arbitrator selected by each party shall be paid by the selecting party. The arbitrators may award the prevailing party all or any portion of its attorneys’ fees and other costs incurred in connection with the proceeding. The arbitrators shall be requested to render an opinion within 60 days after the date the controversy (within 15 days in the case of an expedited proceeding) is submitted to them. The above procedures contemplate that there will only be two parties to the arbitration proceeding; if there are more, and the parties cannot agree upon it in accordance with applicable law in such court as has jurisdiction thereofthe method of choosing arbitrators, the method of proceeding shall be determined pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section1. All procedural matters relating Prior to the conduct arbitration hearing, the UC-AFT UC-AFTand the University shall attempt to stipulate as to the issue(s) to be arbitrated and to as many facts as possible. When possible, the parties shall inform each other who shall be witnesses at least five (5) calendar days prior to the hearing. 2. During the arbitration proceeding the parties shall have an opportunity to examine and cross-examine witnesses under oath and to submit relevant evidence. The parties shall not seek to introduce new issues and allegations at the arbitration hearing which were not introduced during Step 3 of the arbitration other than those specified below Grievance Procedure, Article XXIV, unless they were unknown at the time and could not have been discovered with reasonable diligence. Settlement offers made during the Grievance Procedure shall be discussed among counsel for the parties and inadmissible in arbitration. 3. Upon request by either party but not upon the arbitrator. Subject to any agreement of the parties’s own motion, the arbitrator shall determine all procedural matters not specified hereinhave the authority to subpoena relevant witnesses or witnesses or documents subject to the University's ability to withhold or redact confidential or privileged material pursuant to University policy, the provisions of this contract, or state and federal law. (a) Within 30 days after 4. Either or both parties may, at their discretion, file briefs with the delivery arbitrator. The order and time limits of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof briefing shall be maintained either as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned agreed to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of by the parties or their counsel as specified by the arbitrator. Briefing time limits may be extended if agreed upon by the parties. 5. The parties may agree that in lieu of a written decision, the arbitrator will rule at the close of the hearing. 6. The arbitration hearing shall be closed unless the parties agree otherwise in writing. 7. An appeal to arbitration shall not inhibit efforts by the University and the UC- AFT UC-AFTto resolve the grievance. The UC-AFT shall have the authority to withdraw a grievance or enter into an agreement with the University to settle a grievance appealed to arbitration. An agreement to settle or withdraw a grievance appealed to arbitration reached between the University and the UC-AFT UC-AFTshall be binding on librarians. 8. The arbitrator shall be conducted only when all parties or their counsel are present consider the evidence presented and participating in the conversation. render a written decision within thirty (c30) Within 20 calendar days after selection of the close of the record of the hearing. The arbitrator's decision will set forth the arbitrator's findings of fact, reasoning, and conclusions on the Claimant issues submitted by the parties. The arbitrator's authority shall submit be limited to determining whether the University has violated arbitrable provisions of this Agreement. The arbitrator shall not have jurisdiction or authority to add to, amend, modify, nullify, or ignore in any way the provisions of this Agreement, nor shall the arbitrator a copy of review any academic judgment. To the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting extent that the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply University's action is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents based upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided aboveacademic judgment, the arbitrator shall notify the parties and the Additional Notice Parties have no authority or jurisdiction to substitute his/her judgment for that of the date University and its agents. 9. Where there is an issue of pay, benefits, or rights, if the hearing on grievance is sustained in whole or in part, the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing remedy shall not exceed one business dayrestoring to the librarian the pay, except for good cause shown. (h) Within 30 days after the conclusion benefits, and/or rights lost as a result of a violation of the hearingAgreement, the arbitrator shall issue less any compensation from any source recognized by law as appropriate to offset such a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”)remedy. The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings decision and reasons therefor, and state the nature and amount award of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and nonbinding upon the parties to this Agreement and the librarians in the bargaining unit. The University will not be liable for back wages or other monetary reimbursement for: a. any period of time during which an extension of time limits has been granted at the request of the UC-appealableAFT; b. any period of time between the first date the arbitrator is available for an arbitration hearing and the date of the hearing, except when the first date, as otherwise provided agreed to in C.4., is rejected by the UC-AFT, or where it is set at the request of the University under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofprovisions of C.5.; and, c. any period of time greater than thirty (30) calendar days prior to the date the grievance was filed pursuant to Article XXIV.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (ba) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (cb) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (dc) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (ed) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (ge) Within 10 days after the last submission as provided above, the arbitrator shall notify confer with the parties and the Additional Notice Parties of to select the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hf) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (ig) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Federal Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating A. Either party may apply to the conduct New Jersey State Board of Mediation for the appointment of an arbitrator. 1. The party desiring arbitration must file for arbitration and notify the other party in writing of such desire in accordance with the last step of the arbitration other than those specified below shall be discussed among counsel Grievance Procedure provided for in this Agreement. In the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each event either party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond serve said written notice of desire to any of the issues raised by the Claimant arbitrate within 20 ten (10) calendar days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on written decision handed down under the issues raised by the Claim. Scheduling last step of the hearing Grievance Procedure provided for in this Agreement, then the grievance shall be within considered as abandoned at the sole discretion last step of the arbitratorGrievance Procedure. 2. After receipt of a desire to arbitrate, but the aggrieved party may submit the matter to the New Jersey State Board of Mediation requesting that an impartial arbitrator be selected in no event more than 30 days after the last submission by the parties, accordance with its rules and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingregulations. 3. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding on both parties and he/she shall render an award in writing within thirty (30) calendar days after the last day of the hearing; and the arbitrator shall set forth the rationale for his/her decision in the award. 4. The arbitrator shall be bound by the provisions of this Agreement, except as otherwise provided under restricted to the applicable Arbitration Actapplications of the facts presented to him/her involved in the grievance, and judgment may limited to the interpretation of the Agreement. The arbitrator shall confine himself/herself to the precise issue submitted for arbitration through the steps of the grievance procedure and shall have no authority to determine any other issues not so submitted to him/her. The arbitrator shall have no authority to add to, alter, amend, or modify any provision of this Agreement. Furthermore, the arbitrator shall be entered upon it in accordance with applicable law in such court as has jurisdiction thereofbound by the laws of the State of New Jersey and shall be without power to advise or direct the omission of any illegal act or acts beyond the legal authority of the parties. 5. The arbitrator’s fees and expenses shall be borne equally by the parties to the Agreement. Any other expenses included but not limited to witnesses shall be borne by the individual party incurring same. 6. One member (either the Unit Chairperson or ▇▇▇▇▇▇▇, but not both) shall represent the aggrieved party. The Borough shall pay for all time spent at arbitration for the Unit Chairperson or ▇▇▇▇▇▇▇. 7. Arbitration hearings and conferences shall be held at the Municipal Building.

Arbitration Procedure. 11.01 Any grievance or dispute arising from differences of interpretation, application, operation of, or any alleged violation of this Agreement, including a question as to arbitrability, which has been properly carried through all steps of the grievance procedure and which has not been settled or resolved, may, subject to express provisions of this Agreement, be referred to arbitration at the written request of the party filing the grievance or dispute. 11.02 The following procedures shall govern party filing the conduct grievance or dispute shall, at the time of any arbitration under this section. All procedural matters relating reference to arbitration, propose to the conduct other party the name of a person to act as a single Arbitrator to hear and determine the grievance or dispute. Should the parties fail to agree to select an Arbitrator within a reasonable time, either party may at any time thereafter request the Minister of Labour of the arbitration other than those specified below shall be discussed among counsel for Province of British Columbia to nominate a person to act as single Arbitrator. 11.03 Upon being appointed pursuant to the parties and the arbitrator. Subject to any agreement provisions of the partiesthis Agreement, the arbitrator shall forthwith sit, hear the parties and their representations and determine all procedural matters not specified herein. (a) Within 30 days after the delivery of grievance or dispute and shall make every effort to deliver his determination to the parties within a Notice of Arbitration, each party shall afford reasonable time following the otherhearing, or its counsel, with reasonable access to documents relating directly to within such longer period of time as may be necessary. The decision of the issues raised in the Notice of Arbitration. All documents produced and all copies thereof Arbitrator shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, final and conclusive and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant binding on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (griever(s). 11.04 The Arbitrator appointed as above shall not have any jurisdiction to alter or change any of the “Final Determination”)provisions of this Agreement, to substitute any new provision in lieu thereof, or to give any decision inconsistent with the terms and provisions of this Agreement. The Final Determination shall address each issue disputed In cases of grievance for discharge, suspension or other actions of discipline, such grievance may be determined by the partiesArbitrator by confirming the Employer's decision in discharging, state suspending or disciplining the arbitrator’s findings employee, or by reinstating the employee with full or partial compensation for time lost, or by any other arrangement as seems just and reasons thereforequitable in the opinion of the conferring parties or the Arbitrator, and state as the nature and amount of any damages, compensation or other relief awardedcase may be. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern Where a violation of this Agreement is alleged, or a difference between the conduct parties of any arbitration under this section. All procedural matters Agreement relating to the conduct meaning or application of the Agreement, including a difference relating to whether or not a matter upon which arbitration other than those specified below shall be discussed among counsel for has been sought comes within the parties and the arbitrator. Subject to any agreement scope of the partiesAgreement, arises, a party thereto, after exhausting the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after grievance procedures outlined in this Section may notify the delivery other party in writing of a Notice of Arbitration, each party shall afford its desire to submit the other, alleged violation or its counsel, with reasonable access difference to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list notice shall contain the matter to be submitted to arbitration and copies the name of the documents upon which they may rely and/or submit as exhibits at person appointed to the hearing and a list Arbitration Board by the party giving notice. The party who received the notice informing him of the witnesses they may present, with a reasonably detailed summary submission of the testimony that each witness may give. matter to arbitration shall, within five (g5) Within 10 days after the last submission as provided abovereceiving notice, the arbitrator shall notify the parties and the Additional Notice Parties name an individual to be a member of the date Arbitration Board. The two (2) members of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission Arbitration Board named by the parties, and shall take place within 50 miles five (5) days of the corporate headquarters appointment of the Company at second of them, shall appoint a place selected by third member of the arbitrator or such other place as is mutually agreed. Both parties Arbitration Board who shall be granted substantially equal the Chairman thereof. Where the party receiving the notice informing him of the submission of the matter to arbitration fails to name a member of the Arbitration Board, or where the two (2) appointees of the parties fail to agree on the appointment of the third member of the Arbitration Board, within the time specified, the Chief Justice of the Court of Queen's Bench of the Province of Manitoba, upon the request of a party to present evidence at this Agreement shall appoint a member(s) on behalf of the hearingparty failing to make an appointment, or shall appoint the third member as the case may be, and, where the case requires, shall appoint both. The hearing expenses incurred by and in respect of an Arbitration Board shall not exceed one business day, except for good cause shown. (h) Within 30 days after be paid as specified in the conclusion of Manitoba Labour Relations Act. The procedure before the hearing, Arbitration Board shall be in accordance with the arbitrator shall issue a written decision to be delivered to both parties Manitoba Labour Relations Act and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount decision of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator this Board shall be final and non-appealablebinding on both parties and on every person bound by the Agreement, except as otherwise provided under but the applicable Board of Arbitration Actshall not have jurisdiction to set provisions of a new agreement, and judgment may be entered upon it nor to make any decision inconsistent with the provisions of this Agreement, nor by its decisions to change wholly or in accordance with applicable law in such court as has jurisdiction thereofpart any provision of this Agreement.

Arbitration Procedure. The following procedures party choosing to arbitrate shall govern the conduct of any arbitration under this section. All procedural matters relating give written notice to the conduct other party setting forth the matter to be arbitrated. If said notice is not served within the fourteen (14) day period specified in Step 3 of the arbitration other than those specified below "Adjustments of Grievance" Section, it shall be discussed among counsel for deemed that the parties grievance has been satisfactorily adjusted and the arbitratorright to arbitrate waived. Subject In the event the Union or the Company submits a grievance to any agreement of arbitration, a representative selected by the parties, the arbitrator Union shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, meet with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised representative selected by the Claimant Company within 20 five (5) days of receipt of the Claimant’s submission, then above notice and attempt to agree on an arbitrator. In the event the parties cannot agree on an arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. within five (e5) Within 20 days after receipt of the Opposing Party’s responseworking days, the Claimant may submit parties will petition with the Federal Mediation and Conciliation Service for a panel of seven (7) arbitrators admitted to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies National Academy of the documents upon Arbitrators from which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify be chosen. In the parties latter case, the petitioner has the first right to strike a name; the other party shall then strike a name. This procedure shall continue alternately until one (1) name remains and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing that person shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding on all parties. The arbitrator shall not have the power to add to, except subtract from, or modify any of the terms of this Agreement, nor to substitute his/her discretion for that preserved in the Agreement. The arbitrator shall be bound entirely by the records presented in the form of evidence presented at the hearing and this Agreement. The decision of the arbitrator shall be final and binding upon the parties and shall be rendered within ninety (90) days of the hearing. The arbitrator shall have the authority to decide and rule on alleged violations of the National Labor Relations Act raised through the grievance process as otherwise provided under a result of a deferral of an unfair labor practice charge by the applicable National Labor Relations Board to the grievance process. The expense and fees of the Arbitration Act, Process shall be equally split by the parties. Such costs shall be limited to the arbitrator’s fee and judgment may expenses. The cost of any additional services required by either party shall be entered upon it borne by the party requesting the additional services. Neither party has the right to request arbitration on any subject matter not specifically covered in accordance with applicable law in such court as has jurisdiction thereofthis written agreement.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating (1) Any Party may deliver to the conduct other Party a written notice commencing arbitration of a Dispute (a “Notice of Dispute”). The party commencing the arbitration other than those specified below (the “Claiming Party”) shall be discussed among counsel for include in its Notice of Dispute the parties and names of three individuals who are acceptable to it to serve as the sole arbitrator. Subject to any agreement Within 10 days of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy receipt of the Notice of ArbitrationDispute, along the other Party (the “Responding Party”) shall give the Claiming Party written notice that it accepts the appointment of one of the three individuals as the sole arbitrator, or shall name three other individuals who are acceptable to it to serve as the sole arbitrator. If the Parties are unable to agree upon a sole arbitrator within a further 10 days, the appointment of the sole arbitrator shall be made by the ADR Institute of Canada, Inc. in accordance with a supporting memorandum that institution’s rules and any exhibits or other documents supporting the Claimprocedures. (d2) Within 20 days after receipt The sole arbitrator shall be independent of the Claimant’s submissionParties and shall be a person who, by training and experience, has the qualifications and skills to arbitrate a Dispute. (3) The Claiming Party shall include in its Notice of Dispute a statement of the matter in Dispute, the Opposing Party shall submit to remedy it seeks and the arbitrator a memorandum supporting its position and any exhibits or other supporting documentsmaterial facts upon which it relies. If the Opposing Party fails to respond to any of the issues raised by the Claimant within Within 20 days of receipt of the Claimant’s submissionNotice of Dispute, then the arbitrator may find for Responding Party shall deliver to the Claimant Claiming Party a written response (a “Response to Dispute”) that includes its position on any such issue the Dispute and bar any subsequent consideration the material facts upon which the Responding Party relies. If the Responding Party is seeking its own relief in the arbitration, the Response to Dispute shall include a statement of the mattermatter disputed by the Responding Party, the remedy it seeks and the material facts upon which the Responding Party relies. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h4) Within 30 days after the conclusion of delivery of the hearingResponse to Dispute, the Parties shall convene a case conference before the sole arbitrator to address the procedure and timetable for the arbitration. In advance of the case conference, the Parties shall meet and confer on the procedure and timetable, having regard to the monetary amount(s) and the complexity of the matters in issue. In the event the Parties cannot agree on the procedure and timetable, the sole arbitrator shall issue a written decision have jurisdiction to be delivered to both parties set the procedure and timetable for the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awardedarbitration. (i5) The hearing of the arbitration shall be conducted in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, unless the Parties agree otherwise. (6) Any award rendered by or determination of the sole arbitrator shall be final and non-appealablebinding upon the Parties and there shall be no appeal on any ground, except as otherwise provided under including, for greater certainty, any appeal on a question of law, fact or mixed fact and law. (7) The arbitration shall be kept confidential and the applicable Arbitration Actexistence of the arbitration proceeding and any element of it (including any pleadings, briefs or other documents submitted and exchanged and testimony or other oral submissions, and judgment any awards made by the sole arbitrator) shall not be disclosed beyond the sole arbitrator, the Parties, their counsel, and any other Person to whom disclosure is reasonably necessary for the conduct of the arbitration, provided that anyone to whom such material is disclosed agrees in advance to keep it confidential and not disclose it for any other purpose. For greater certainty, nothing in this Section 16.2(7) shall preclude a party from disclosing the existence of the arbitration proceeding or any element of it where such disclosure is required by a court, necessary in connection with a judicial challenge to or enforcement of an award made by the sole arbitrator, or otherwise required by law. (8) The sole arbitrator may be entered upon it in accordance with applicable law apportion costs of the arbitration, including the reasonable fees and disbursements of the Parties, between or among the Parties in such court manner as has jurisdiction thereofthe sole arbitrator considers reasonable, provided that the sole arbitrator shall not award costs on a distributive basis. (9) Any award for the payment of money may include pre-award and post-award interest.

Arbitration Procedure. The following procedures Step A. Upon filing the appropriate notice to arbitrate, the Union shall govern contact the conduct Federal Mediation and Conciliation Service (FMCS) of any arbitration under this sectionthe dispute and request a list of arbitrators that shall be specifically limited to Oregon and Washington arbitrators. All procedural matters relating A copy of such notice shall be sent concurrently to the conduct Executive Director. Selection of the arbitrator will be by process of alternate striking from the FMCS list provided. In the first arbitration other than those specified below shall case after the effective date of this Agreement, the Union will be discussed among counsel for the first to strike a name, and in successive cases the parties and the arbitratorwill alternate going first. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of ArbitrationIn each contract period, each party shall afford have the otherright to reject one (1) list submitted without cause shown in which case a new list will be requested. If the Union fails to contact FMCS within thirty (30) calendar days of the appropriate notice to arbitrate, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof grievance shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderconsidered withdrawn, and it cannot be resubmitted. Step B. The notice of requirement to arbitrate shall be returned to state the producing party upon completion act or omission of which the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicableworker complains, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counselrelief sought, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting notice shall be served on the Claim. Executive Director within fifteen (d15) Within 20 calendar days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of denial at the hearing on previous step. Step C. The arbitrator shall have the issues raised authority to interpret and apply applicable provisions of this Agreement, but may not modify the Agreement, or establish new benefits not meant to be granted by this Agreement. The Employer will require the attendance, within its power to do so, of any persons as witnesses required by the Claim. Scheduling Union, up to a maximum of the hearing shall be within the sole discretion of the arbitratorseven (7) persons, but in no event more than 30 days after this provision shall not limit the last submission by number of witnesses the parties, and shall take place within 50 miles of the corporate headquarters of the Company Union may otherwise arrange to call at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business daybe held in Salem, except for good cause shownOregon at the SEIU Local 503, OPEU Headquarters, unless another location is mutually agreed upon by the parties. Step D. No less than five (h5) Within 30 calendar days after prior to the conclusion of date set for the arbitration hearing, the arbitrator shall issue a written decision to be delivered to both parties Employer and the Additional Notice Parties (Union shall post a bond of cash deposit with the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state arbitrator to guarantee payment of their respective portions of the arbitrator’s findings fee and reasons thereforexpenses. The expenses of the arbitrator and all other expenses of the arbitration, and state other than those incurred by each party in the nature and amount presentation of any damagesits own case, compensation or other relief awarded. (i) The award rendered shall be borne equally by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofparties involved.

Arbitration Procedure. The following procedures 6.01 In the event that any grievance concerning the interpretation, application, administration or alleged violation of the Agreement shall govern not have been satisfactorily settled under the conduct provisions of any Article 5, the matter may then be referred to arbitration under this section. All procedural matters relating by a notice in writing by one party to the conduct other within ten (10) days from the decision of the Company under Section 5.05 or Section 6.02 The recipient of the Written Notice, referred to in Section 6.01, shall notify in writing the other party within ten (10) days after Notice has been given, as to the name and address of the above named arbitrators. Where the first person named on the list is unable to hear the matter within sixty (60) calendar days or such other times as the parties may agree, the next person will be selected and so on. Arbitrators will be utilized on a rotational basis. 6.03 Subject to Section 5.06, each grievance submitted to arbitration other than those specified below shall be discussed among counsel for heard separately 6.04 The issue(s) raised in the written grievance shall be presented to the arbitrator and his/her award shall be confined to such issue(s). The finding of the arbitrator as to the facts and as to the interpretation, application, administration or alleged violation of the provisions of the Agreement shall be conclusive and binding on all parties concerned, but in no case shall the arbitrator be authorized to alter, modify or amend any part of the Agreement. 6.05 If it is decided by the Arbitrator that an employee has been discharged or suspended without just cause, the Company will reinstate the employee without loss of seniority and pay, limited to the regular scheduled hours the employee would have worked less any amounts earned from new employment during that period, or will put into effect any lesser settlement agreed to by the parties and determined by the arbitrator. Subject to any agreement Arbitrator. 6.06 Any grievance involving the interpretation, application, administration or alleged violation of the partiesAgreement, which has been disposed of under the arbitrator provision of Article 6 shall determine all procedural matters not specified hereinbe made the subject of another grievance. (a) Within 30 days after 6.07 The Company and the delivery of a Notice of Arbitration, each party Union shall afford share equally the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion expenses of the arbitration. There The costs and allowances to be paid to witnesses shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in paid by the discretion party calling such witnesses. No costs of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously awarded to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.against either

Arbitration Procedure. The following procedures shall govern Should the conduct grievance be appealed to arbitration, the Union shall, within seven (7) calendar days, request from the FMCS a panel of any arbitration under this section. All procedural matters relating seven (7) arbitrators specifying that said arbitrators be located as close to the conduct Cincinnati area as possible. Within fourteen (14) calendar days of the arbitration other than those specified below shall be discussed among counsel for receipt of the parties list of arbitrators, the College and the arbitratorUnion shall, by alternate striking of names, select an arbitrator from the list. Subject A coin toss shall determine whether the Union or the College strikes from the panel first. The arbitrator shall hold the hearing promptly and be requested to any agreement issue his/her decision within thirty (30) days after the record of the partieshearing (including briefs) is closed. In rendering a decision, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after be bound by the delivery provisions of a Notice of Arbitrationthis agreement. The arbitrator shall limit his/her decision strictly to the interpretation, each party shall afford the otherapplication, or its counselenforcement of those specific articles or sections of this agreement in question. The arbitrator's decision shall be consistent with applicable law. The arbitrator shall not have the authority to add to, with reasonable access to documents relating directly subtract from, modify, change, or alter any provision of this Agreement, nor add to, subtract from, or modify the language therein inarriving at his determination on any issue presented that is proper within the limitations expressed herein. The arbitrator shall expressly confine himself/herself to the precise issues raised submitted for arbitration and shall have no authority to determine any other issues not submitted to him, or to submit observations or declarations of opinion which are not directly essential in reaching a decision on the Notice of Arbitrationissue in question. All documents produced and all copies thereof The arbitrator shall be maintained as strictly confidential, shall be used for no purpose without authority to recommend any right or relief on an alleged grievance occurring at any time other than the contract period in which such right originated or to make any award based on rights arising under any previous agreement, grievance, or practices. The arbitrator shall not establish any new or different wage rates not negotiated as part of this Agreement. The question of arbitrability of a grievance is to be determined by the arbitrator and may be raised by either party before the arbitration hereunder, and shall be returned to the producing party upon completion hearing of the arbitration. There shall be no other discovery except thatgrievance, if a reasonable need on the grounds that the matter is shown, limited depositions may be allowed in the discretion of not arbitrable or beyond the arbitrator, it being the expressed intention and agreement of each party 's jurisdiction. The first question to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to be placed before the arbitrator shall will be sent simultaneously to each party whether or its counsel, with a copy to not the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documentsalleged grievance is arbitrable. If the Opposing Party fails to respond to any of arbitrator determines the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s responsegrievance is arbitrable, the Claimant may submit to grievance will be heard on its merits before the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the same arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding upon the Union, except as otherwise provided under the applicable Arbitration ActCollege, and judgment may the employee. Any cost involved in obtaining the list of arbitrators shall be entered upon it paid by the Union. All costs directly related to the services of the arbitrator shall be split 50/50 between the parties. Expenses of any witnesses shall be borne, if any, by the party calling the witness. The fees of the court reporter shall be paid by the party asking for one; such fees shall be split equally if both parties desire a court reporter's recording, or request a copy of any transcript. Should either party cancel a scheduled arbitration that results in accordance the assessment of any fees by the arbitrator, the party canceling the arbitration shall pay the fees of the arbitrator. If, in the event a settlement is reached prior to arbitration and the arbitration hearing is jointly cancelled, the parties shall equally share the costs associated with applicable law in such court as has jurisdiction thereofthe cancellation unless the settlement defines otherwise at which time the terms of the settlement shall determine how the fees are to be paid.

Arbitration Procedure. 1. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below hearing shall be discussed among counsel for held virtually at the Portland, Oregon office of AFSCME Council 75 or other mutually agreed upon location. 2. The parties and the arbitrator. Subject arbitrator shall endeavor to any agreement of complete the partieshearing within one (1) day, and the arbitrator shall determine all procedural matters not specified herein. issue a written award within twenty-one (a21) Within 30 business days after the delivery hearing is completed. 3. The parties shall disclose to one another and exchange copies of a Notice their respective hearing exhibits, exhibit lists, witness lists, and proposed issue statements at least five (5) days before the arbitration hearing. Additional exhibits and amended lists may be exchanged up to forty-eight (48) hours in advance of Arbitrationthe hearing. No witnesses or exhibits may be presented at the hearing unless they were disclosed and exchanged ahead of time, each party shall afford other than for rebuttal or impeachment purposes. 4. Unless mutually agreed otherwise, attendance at the other, or its counsel, with reasonable access to documents relating directly arbitration hearing will be limited to the issues raised in arbitrator and three (3) members from each party, including the Notice grievant. Witnesses are allowed only while testifying. 5. Stenographic or other recordings will be allowed. Compensation for said recording is the responsibility of Arbitrationthe party requesting the recording. 6. Each side may give a presentation starting with Transition Projects. All documents produced witnesses must affirm that they shall give only truthful testimony to the arbitrator. 7. Each side may cross-examine a witness after they are presented. 8. Each side will be able to give a final argument, starting with Transition Projects. Each side may address its position and all copies thereof the award they are asking the arbitrator to issue. 9. The arbitrator may ask questions at any time during the hearing or ask for additional information. If this is done, both sides will be allowed to address the question or request for more information. 10. The arbitrator shall be maintained as strictly confidential, shall be used for no purpose other than exercise discretion in conducting the arbitration hereunder, hearing and shall be returned to the producing party upon completion of the arbitrationresolve any procedural questions. 11. There shall be no written opening statements, hearing memos, post-hearing briefs, or other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion written submissions of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitylike kind. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties12. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearingAfter closing arguments, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties award within twenty- one (the “Final Determination”)21) calendar days. The Final Determination award shall address each issue disputed by be in writing and shall be signed. If the partiesarbitrator determines that an opinion is necessary, state the it shall be in summary form. 13. The arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator decision shall be final and non-appealablebinding on both parties. The losing party shall pay the arbitrator’s fee and expenses, except not to exceed $8,000.00. Except as may otherwise provided be mutually agreed, all other expenses shall be borne by the party incurring them. If either party intends to file any National Labor Relations Board (NLRB) action under NLRA against the applicable Arbitration Actother party, and judgment may be entered upon including petitions, it in accordance shall give that party at least seven (7) days advance written notice of such intent to provide the parties with applicable law in such court as has jurisdiction thereofa reasonable opportunity to resolve an issue prior to the filing of the charge.

Arbitration Procedure. 1. The following procedures parties agree that any dispute that arises in connection with this Agreement or the termination of this Agreement shall govern be resolved by binding arbitration in the conduct manner described below. 2. A party intending to seek resolution of any dispute under the Agreement by arbitration under this section. All procedural matters relating shall provide a written demand for arbitration to the conduct other party, which demand shall contain a brief statement of the issues to be resolved. 3. The arbitration other than those specified below shall be discussed among counsel conducted by a mutually acceptable retired judge from the panel of Judicial Arbitration and Mediation Services, Inc. ("JAMS"). At the request of either party, arbitration proceedings will be conducted in the utmost secrecy and, in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator in secrecy under seal, available for inspection only by the parties t the arbitration, their respective attorneys, and their respective expert consultants or witnesses who shall agree, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy, and make no use of such information except for the purposes of arbitration, unless compelled by legal process. 4. The arbitrator is required to disclose any circumstances that might preclude the arbitrator from rendering an objective and impartial determination. In the event the parties cannot mutually agree upon the selection of a JAMS ARBITRATOR, THE President and vice president of JAMS shall designate the arbitrator. 5. Subject to any agreement The party demanding arbitration shall promptly request that JAMS conduct a scheduling conference within 15 days of the partiesdate of the that party's written demand for arbitration or on the first available date thereafter on the arbitrator's calendar. The arbitration hearing shall be held within 30 available date thereafter on the arbitrator's calendar. Nothing in this paragraph shall prevent a party from seeking temporary equitable relief at any time, from JAMS or any court of competent jurisdiction, to prevent irreparable harm pending the arbitrator shall determine all procedural matters not specified hereinresolution of the arbitration. 6. Discovery shall be conducted as follows: (a) Within 30 prior to the arbitration any party may make a written demands for lists of the witnesses to be called and the documents to be introduced at the hearing; (b) the lists must be served within 15 days after of the delivery date of a Notice receipt of Arbitrationthe demand, or one day prior to the arbitration, whichever is earlier; and (c) each party shall afford the other, or its counsel, with reasonable access to documents relating directly may take no more than two dispositions (pursuant to the issues raised procedure set forth in the Notice California Code of Arbitration. All documents produced Civil Procedure) with a maximum of five hours of examination time per deposition, and all copies thereof no other form of pre-arbitration discovery shall be maintained as strictly confidentialpermitted. 7. It is the intent of the parties that the Federal Arbitration Act ("FAA") shall apply to the enforcement of this provision unless it is held inapplicable by a court with jurisdiction over the dispute, in which event the California Arbitration Act ("CAA") shall be used for no purpose other than apply. 8. The arbitrator shall apply California law, including the arbitration hereunderCalifornia Evidence Code, and shall be returned able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or replevin of Company property. The arbitrator shall also be able to award actual, general or consequential damages, but shall not award any other form of damage (e.g., punitive damages). 9. Each party shall pay its pro rata share of the producing party upon completion arbitrator's fees and expenses, in addition to other expenses of the arbitration approved by the arbitrator, pending the resolution of the arbitration. There The arbitrator shall be no other discovery except thathave authority to award the payment of such fees and expenses to the prevailing party, if a reasonable need is shown, limited depositions may be allowed as appropriate in the discretion of the arbitrator. Each party shall pay its own attorneys' fees, it being the expressed intention witness fees and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialityother expenses incurred for its own benefit. (b) All written communications regarding the proceeding sent to the 10. The arbitrator shall be sent simultaneously to each party render a written award setting forth the reasons for his or its counsel, with a copy to the Additional Notice Partiesher decision. Oral communications between any The decree or judgment of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised an award by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on be entered and enforced in any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by court having jurisdiction over the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion award of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, binding upon the parties without appeal or review except as otherwise provided under permitted by the applicable Arbitration ActFAA, and judgment may be entered upon it in accordance with applicable law in such court or if the FAA is not applicable, as has jurisdiction thereofpermitted by the CAA.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel conducted in accordance with the American Arbitration Association (“AAA”) Rules for Commercial Arbitration (the parties and the arbitrator. Subject to any agreement of the parties“Rules”) then in effect, the arbitrator shall determine all procedural matters not specified except as herein.: (a) Within 30 days after the delivery of If a Notice of ArbitrationParty intends to begin an arbitration to resolve a dispute, each party such Party shall afford the other, or its counsel, with reasonable access to documents relating directly provide written notice to the other Party in accordance with the Rules which notice shall include a complete listing of all the issues raised to be resolved in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no The other discovery except that, if a reasonable need is shown, limited depositions party may be allowed in the discretion notice of the arbitratordefense, it being the expressed intention and agreement of each party add additional issues to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitybe resolved. (b) All written communications regarding If the proceeding sent to amount in controversy is $5 million or less (including all claims and counterclaims) there shall be one arbitrator who shall be agreed upon by the Parties within 30 days of receipt by respondent of a copy of the demand for arbitration. If the amount in controversy is more than $5 million (including all claims and counterclaims) there shall be three neutral and impartial arbitrators, one of whom shall be appointed by each of the Parties in accordance with the Rules, and the third arbitrator, who shall chair the arbitral tribunal, shall be appointed by the Parties within 15 days of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limit provided herein, such arbitrator shall be sent simultaneously to each party appointed by the AAA in accordance with the Rules. Any arbitrator appointed by the AAA shall be a retired judge or its counsel, a practicing attorney with a copy to the Additional Notice Partiesno less than 15 years of experience with large commercial cases and an experienced arbitrator. Oral communications between any of the parties or their counsel and the Each arbitrator shall be conducted only when all parties or their counsel are present neutral, disinterested, impartial, and participating independent of the Parties and others having any known interest in the conversationoutcome, and shall abide by the AAA/ABA Code of Ethics for Arbitrators in Commercial Disputes. Except with regard to selection of the third arbitrator by the party-appointed arbitrators, there shall be no ex parte communications with the arbitrator(s) during the arbitration. (c) Within 20 days after selection of the arbitratorBy agreeing to arbitration, the Claimant shall submit Parties do not intend to the arbitrator deprive any court of its jurisdiction to issue a copy of the Notice of Arbitrationpre-arbitral injunction, along with a supporting memorandum and any exhibits pre-arbitral attachment, or other documents supporting order in aid of arbitration proceedings and the Claimenforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect. (d) Within 20 days after receipt of The arbitration shall be conducted and the Claimant’s submissionaward shall be rendered in Raleigh, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matterNorth Carolina. (e) Within 20 days after receipt The Parties shall have the right to undertake limited and focused documentary discovery and, as may be expressly authorized by the arbitrator(s) limited depositions of no more than five per party and of limited duration, upon a determination that such depositions are reasonably necessary to enable the Opposing Party’s response, requesting Party to prepare and present its claims and/or defenses at the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcominghearing. (f) No The arbitration hearing on the merits shall be held as soon as practicable, if possible no later than twenty (20120 days following the date of the appointment of the sole or third arbitrator, or as soon thereafter as is practicable. The arbitrator(s) days prior must hold an oral hearing, but may impose reasonable time limits on each phase of the proceeding and may limit testimony to exclude evidence that would be immaterial or unduly repetitive, provided that all Parties are afforded the opportunity to present material and relevant evidence and that each Party is given at least an approximately equal amount of time for presentation of its case. The arbitrator(s) shall require witnesses to testify under oath if requested by any Party. Any Party desiring a stenographic record may, at their own cost, secure a court reporter to attend the proceedings. When the arbitrator(s) determine that all relevant and material evidence and arguments have been presented, the arbitrator(s) will declare the hearing date scheduled by closed. The arbitrator(s) may defer the arbitrator each party shall provide the other, and the arbitrator, with a list and copies closing of the documents upon which they may rely and/or hearing for up to 10 days to permit the Parties to submit as exhibits at the post-hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may givebriefs. (g) Within 10 days after The arbitrator(s) may award any remedy allowed by law, including money damages, prejudgment interest and attorneys’ fees, and to grant final, complete, interim, or interlocutory relief, including specific performance or any other form of permanent injunctive relief. Notwithstanding the last submission as provided aboveforegoing, punitive, exemplary or multiple damages may not be awarded. Judgment upon any arbitration award hereunder may be entered and enforced in any court having jurisdiction thereof. In rendering the award, the arbitrator arbitrator(s) shall notify apply the parties substantive law of the State of North Carolina, without regard to its conflict of laws provisions. The interpretation of and enforcement of this Article shall be governed by the Additional Notice Parties of Federal Arbitration Act. The arbitrator(s) will render the award and its decisions within 30 days following the date of the hearing on the issues raised by the Claim. Scheduling closing of the hearing shall be within the sole discretion or as soon thereafter as practicable. The decision and award of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (harbitrator(s) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall will be final and non-appealable, except as otherwise provided under binding on the applicable Arbitration Act, Parties and judgment may be entered upon it and enforced in accordance with applicable law in such any court as has jurisdiction thereofhaving jurisdiction.

Arbitration Procedure. 34.01 In the event a grievance is unresolved after being processed through all of the steps of the Grievance Procedure, unless mutually waived or having passed through the various steps by timely default of the Employs, then within thirty (30) days after the rendering of the decision at Step 3 or a timely default by the Employer at Step 3, Ohio Council 8 may submit the grievance to arbitration. Within this ten (10) day period, the parties will meet to attempt to mutually agree upon an arbitrator selected from the permanent panel created by this procedure. If such agreement is not reached, then the panel members' names will be stricken alternatively until one name remains who shall be designated the arbitrator to hear the grievance in question. 34.02 The following procedures arbitrator shall govern have no power or authority to add to. subtract from, or in any manner, alter the conduct specific terms of this Agreement or to make any award requiring the commission of any arbitration under this section. All procedural matters relating act prohibited by law or make any award that itself is contrary to the conduct law or violates any of the arbitration other terms and conditions of this Agreement. 34.03 The arbitrator shall not decide more than those specified below shall be discussed among counsel for one grievance on the parties and the arbitrator. Subject to any same hearing day(s), except by mutual written agreement of the parties, . 34.04 The hearing or hearings shall be conducted pursuant to the "Rules of Voluntary Arbitration" of the American Arbitration Association. 34.05 The fees and expenses of the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after and the delivery cost of a Notice of Arbitrationthe hearing mom, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidentialif any, shall be used for no purpose shared equally by the parties. All other than the arbitration hereunder, and expenses shall be returned to borne by the producing party upon completion of the arbitrationincurring them. There Neither party shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between responsible for any of the parties or their counsel expenses incurred by the other party. 34.06 The arbitrator's decision and the arbitrator award shall be conducted only when all parties or their counsel are present in writing and participating in the conversation. delivered within thirty (c30) Within 20 calendar days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of from the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as record is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingclosed. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding upon the parties. 34.07 The arbitrator shall be selected from a list of seven (7) arbitrators, except as otherwise provided under which the applicable Arbitration ActUnion shall request from the Federal Mediation and Conciliation Service. Within ten (10) days following receipt of this list, and judgment may the parties shall meet for the purpose of naming the arbitrator either by mutual agreement or by a striking process, whereby each shall alternately strike a name from the list until a final name remains who shall be entered upon it in accordance with applicable law in such court as has jurisdiction thereofthe arbitrator. The person striking first shall be determined by the single toss of a coin.

Arbitration Procedure. The parties shall appoint arbitrators and the arbitrators shall determine the Prevailing Market Rate in accordance with the following procedures procedure: (i) Within thirty (30) days following the Outside Agreement Date, Landlord and Tenant shall govern each appoint an arbitrator who shall be a licensed California real estate broker having significant experience in leasing suburban office space in the conduct of any arbitration under this sectionPleasanton area for at least the immediately preceding ten (10) years prior to such appointment. All procedural matters relating The two arbitrators so appointed shall jointly attempt to agree upon the conduct Prevailing Market Rate. If the arbitrators are unable to agree within forty-five (45) days after appointment of the arbitration last appointed arbitrator, then within ten (10) days after expiration of such forty-five (45) period, the arbitrators shall meet and concurrently deliver to each other their respective written determinations of the Prevailing Market Rate for the Extension Term supported by the reasons therefor, and promptly deliver copies of their determinations to Landlord and Tenant. If the higher of such determinations is not more than those specified below one hundred five percent (105%) of the lower, then the Prevailing Market Rate shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement average of the partiestwo determinations. Otherwise, the Prevailing Market Rate shall be determined by a third arbitrator shall determine all procedural matters not specified hereinas set forth below. (aii) Within 30 days after The two arbitrators shall appoint a third arbitrator, having the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderqualifications stated above, and shall be returned to notify the producing party upon completion parties of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion identity of the such third arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails two arbitrators are unable to respond to any of the issues raised by the Claimant agree upon a third arbitrator within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior days, either party may, upon not less than five (5) days’ written notice to the hearing date scheduled by other party, apply to the American Arbitration Association for the appointment of a third arbitrator each meeting the qualifications stated above, and in the event of the failure, refusal or inability of such entity to act, then either party shall provide may apply to the otherpresiding judge for Alameda County, for the appointment of such arbitrator, and the arbitrator, with a list other party shall not raise any question as to the court’s full power and copies of jurisdiction to entertain the documents upon which they may rely and/or submit as exhibits at application and make the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may giveappointment. (giii) Within 10 forty-five (45) days after submission of the last submission as provided abovematter to the third arbitrator, the third arbitrator shall select the determination by either Landlord’s arbitrator or Tenant’s arbitrator as the Prevailing Market Rate and shall notify Landlord and Tenant thereof. The third arbitrator, if he or she so elects, may conduct a hearing, at which Landlord and Tenant and their respective arbitrators may make supplemental oral and/or written presentations, with an opportunity for rebuttal by the parties other party and its representatives and for questioning by the Additional Notice Parties third arbitrator. No ex parte communications shall be permitted between the third arbitrator and Landlord or Tenant until after the third arbitrator has made his or her determination. The third arbitrator shall be limited solely to the issue of whether the determination by Landlord’s arbitrator or Tenant’s arbitrator is closest to the actual Prevailing Market Rate and shall have no right to propose a middle ground or to modify either of the date two determinations or the provisions of this Lease. The decision of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the third arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Actbinding upon Landlord and Tenant, and judgment may be entered upon it enforced in accordance with applicable law the provisions of California law. (iv) If either Landlord or Tenant fails to appoint an arbitrator within the time period specified hereinabove, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. In the event of the failure, refusal or inability of an arbitrator to act, a successor shall be appointed in the same manner as the original arbitrator. (v) Each party shall pay the costs and fees of the arbitrator appointed by such court as has jurisdiction thereofparty. The costs and fees of the third arbitrator, if applicable, shall be paid one-half by Landlord and one-half by Tenant.

Arbitration Procedure. The SECTION 1. Grievances which have been processed in accordance with the requirements of Article 15 Grievance Procedure and which remain unsettled may be processed to arbitration in accordance with the following procedures shall govern and limitations. SECTION 2. The Union, within ten (10) calendar days after notification of the conduct rejection of any arbitration under the grievance by the Director of Labor Relations or his/her designee, will in writing, notify the Director of Labor Relations or his/her designee of its intent to invoke arbitration; and the Employer and the Union will jointly attempt to agree upon the selection of a neutral arbitrator to hear the case. Both parties agree that the selection of a neutral arbitrator will be made within fifteen (15) days after notification to invoke arbitration. Should the parties fail to agree upon the selection of an arbitrator within the fifteen (15) day period, the Union will request the Federal Mediation and Conciliation Service to supply a list of seven (7) arbitrators to hear the case. A copy of this section. All procedural matters relating request will be sent to the conduct Employer. This request will be made within five (5) calendar days after the failure of the arbitration other than those specified below shall parties to agree upon an arbitrator. An arbitrator will be discussed among counsel for selected from the list supplied by the Federal Mediation and Conciliation Service by the parties alternately striking from the list until one (1) name remains, and this individual will be the arbitratorarbitrator to hear the case. Subject to any agreement This selection will be completed within thirty (30) days following the receipt of the list by both parties, . SECTION 3. The arbitrator may examine the witness or witnesses of each party. Each party shall have the right to cross-examine the witness or witnesses of the other party. SECTION 4. The decision of the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitrationbe submitted, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderwriting, and shall be returned final and binding on all parties to this Agreement. Unless written authority is given, the producing party upon completion decision shall be made within thirty (30) days following the close of the arbitrationhearing. There Each party hereto shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in bear the discretion expense of the arbitrator, it being the expressed intention preparing and agreement presenting its own case. The cost and all expenses of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously borne equally by the parties. SECTION 5. The arbitrator’s authority shall be limited to each party finding a direct violation of the express purpose of the Contract provision or its counselprovisions in question rather than an implied or indirect purpose. The arbitrator cannot modify, amend, add to, detract from or alter the provision of this Contract, nor substitute his/her judgment for that of management. SECTION 6. Any grievance shall be considered null and void if not filed and processed by the Union, or the employee represented by the Union, in strict accordance with a copy the procedure and time limitations set forth above. In any particular case, any time limit specification may be extended by mutual agreement between the Employer and the Union, in writing. SECTION 7. Any grievance involving discharge, lay-off or other potential accumulating back pay liability shall be commenced at Step 2 of this procedure and the written grievance shall be presented to the Additional Notice Parties. Oral communications between any of the parties site Human Resource Generalist or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. his/her designee within twenty-one (c21) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 calendar days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties occurrence of the date of facts giving rise to the hearing on the issues raised by the Claimgrievance. Scheduling of the hearing shall be within the sole discretion of the arbitratorThe parties expressly agree that any grievance involving discharge, but in no event more than 30 days lay-off or potential accumulating back pay liability which remains unresolved after the last submission by the partiesLabor Relations Liaison’s written Step 2 decision, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall must be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days arbitrated expeditiously after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awardedStep 2 decision. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern Any controversy, claim or dispute between the conduct Parties hereto arising out of any or related to this Agreement, or the alleged breach, termination, or invalidity hereof (“Dispute”), will be submitted for arbitration under this section. All procedural matters relating to before a single arbitrator in accordance with the conduct provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration other than those specified below (“Rules”) (but such arbitration shall not be discussed among counsel for required to be conducted under the parties and the arbitrator. Subject to auspices of AAA); provided, however, that notwithstanding any agreement provisions of the partiessuch Rules, the arbitrator Parties shall determine all procedural matters not specified herein. have the right to take depositions (aup to three (3) Within 30 days after per Party) and obtain documents from the delivery of a Notice of Arbitration, each party shall afford other Party regarding the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion subject matter of the arbitration. There Experts retained by a Party for the Dispute shall prepare reports in accordance with Fed. R. Civ. P. 26, which reports shall be no other exchanged as directed by the arbitrator. Further discovery except that, if a reasonable need is shown, limited depositions may of expert witnesses shall be allowed in permitted at the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant Parties cannot agree upon an arbitrator within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to following the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies service of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may presentArbitration Notice, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, then the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing be selected pursuant to 9 U.S.C. sec. 5 or applicable state law. Any Party desiring arbitration shall serve on the issues raised by the Claim. Scheduling other Party, its notice of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time intent to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. arbitrate (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final DeterminationArbitration Notice”). The Final Determination Arbitration Notice shall address each issue disputed be made within a reasonable time after the Dispute has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Dispute would be barred by the partiesapplicable statute of limitations. All arbitration shall take place in the City of Chicago, state Illinois, unless otherwise agreed to by the Parties. Each Party shall be required to exchange documents to be used in the arbitration proceeding not less than fifteen (15) days prior to the arbitration or as directed by the arbitrator’s findings . The Parties shall use all commercially reasonable efforts to conclude the arbitration as soon as practicable. The arbitrator shall determine all questions of fact and reasons thereforlaw relating to any Dispute hereunder, including but not limited to whether or not any Dispute is subject to the arbitration provisions contained herein. The arbitration proceedings provided hereunder are hereby declared to be self executing, and state it shall not be necessary to petition a court to compel arbitration. Judgment upon the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such any court as has jurisdiction thereofhaving jurisdiction.

Arbitration Procedure. The following procedures shall govern Any controversy which has not been satisfactorily adjusted under the conduct Grievance Procedure and which involves a. the discharge of any arbitration under an employee, or b. the interpretation of provisions of this section. All procedural matters relating Contract, or c. an alleged violation of the Contract may be submitted for settlement to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. Arbitration Committee within fifteen (a15) Within 30 days after the delivery final action taken under the third step of the Grievance Procedure. The Arbitration Committee shall be composed of one member selected by the Union, one member selected by the Company, and an impartial third member who shall serve as Chairperson. The Chairperson shall be selected from a Notice current list of Arbitrationtwenty-six (26) professional arbitrators who are registered with the Federal Mediation and Conciliation Service. This list will be allowed to reduce by attrition to a permanent number of twenty-one (21). In the event the number falls below 21, each the parties will mutually select replacements from FMCS registered arbitrators. Selection of the Chairperson will be made from the alphabetical listing using the top five names. The Union narrows the five-name panel to four names; the Company further narrows the panel to three; the Union to two; and the Company to one who shall be the Chairperson. In selecting a Chairperson for a subsequent arbitration case, the previously used panel of five names will be placed in the same order at the bottom of the list. Each party shall afford the other, or bear its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the otherrespective expenses, and the arbitrator, with a list and copies expenses incident to the services of the documents upon which they may rely and/or submit as exhibits at third party shall be borne equally by the Company and the Union. If either party insists on filing post-hearing and a list of briefs, the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. briefs will be filed within fourteen (g14) Within 10 calendar days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claimhearing. Scheduling of the hearing The Arbitration Committee shall be requested to render an opinion and award within the sole discretion of the arbitrator, but in no event more than 30 thirty (30) calendar days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion date of the hearing, or if post-hearing briefs are filed, within thirty (30) days after the arbitrator shall issue a written decision briefs are received by the Chairperson of the Arbitration Committee. Any grievance which has not been scheduled for arbitration within two (2) years after the date of appeal will be considered to be delivered to both parties and withdrawn on the Additional Notice Parties (basis that neither the “Final Determination”)grievance, the answer, nor the method of resolution will be used by either party in the future. It is understood that the time limits set forth in this Article may be extended by mutual consent. The Final Determination shall address each issue disputed by decision of the parties, state majority of the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator Arbitration Committee shall be final and non-appealablebinding on both parties. The Arbitration Committee shall not have the power to add to, except as otherwise provided under to disregard, or to modify any of the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofterms of this Contract.

Arbitration Procedure. If the parties in this Agreement are unable to resolve any dispute arising out of or relating to this Agreement, either party, may refer such dispute for resolution by final and binding arbitration. The following procedures party submitting a dispute to arbitration shall govern give notice thereof to each other party to such dispute and to the conduct President of any arbitration the American Arbitration Association, who shall select an arbitrator (the "Arbitrator") who (i) has expertise and at least five years' experience in matters directly involved with the type of services to be performed under this section. All procedural matters relating Agreement in the geographic area in which the obligations hereunder are to be performed, (ii) certifies to all parties that he/she is independent of the parties to the conduct dispute and will be able to render an impartial decision, and (iii) agrees to proceed in accordance with the applicable provisions of this Section 7.1. The Arbitrator shall hold one or more hearings to begin within fifteen (15) days of his/her selection, shall furnish a written decision within forty-five (45) days of his/her selection, and shall provide an opinion demonstrating the arbitration other than those specified below shall be discussed among counsel basis for such decision. The Arbitrator may also attempt to mediate the dispute between parties and the arbitrator. Subject if requested to any agreement do so by both of the parties, . The parties hereto agree to exchange promptly any and all relevant documentation as the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of ArbitrationArbitrator may order. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator hereunder shall be conducted only when all parties in private, and each party hereby agrees to maintain the confidentiality of the enforcement of the award. All arbitration hearings or their counsel mediation sessions are present and participating to be held in the conversation. (c) Within 20 days after selection of the arbitratorChillicothe, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission Ohio area unless otherwise agreed by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall arbitration hearings need not be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it conducted in accordance with applicable law formal rules of evidence. The Arbitrator may determine the procedure for hearings which may, but need not, include (a) direct testimony of witnesses; (b) cross-examination of witnesses; (c) submission of sworn statement or affidavits; (d) consideration of relevant documents; and (e) consideration of other matters which the Arbitrator considers to be helpful in such court as has jurisdiction thereofmaking his/her decision.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section1. All procedural matters relating Prior to the conduct arbitration hearing, the UC-AFT and the University shall attempt to stipulate as to the issue(s) to be arbitrated and to as many facts as possible. When possible, the parties shall inform each other who shall be witnesses at least five (5) calendar days prior to the hearing. 2. During the arbitration proceeding the parties shall have an opportunity to examine and cross-examine witnesses under oath and to submit relevant evidence. The parties shall not seek to introduce new issues and allegations at the arbitration hearing which were not introduced during Step 3 of the arbitration other than those specified below Grievance Procedure, Article 24, unless they were unknown at the time and could not have been discovered with reasonable diligence. Settlement offers made during the Grievance Procedure shall be discussed among counsel for the parties and inadmissible in arbitration. 3. Upon request by either party but not upon the arbitrator. Subject to any agreement of the parties’s own motion, the arbitrator shall determine all procedural matters not specified hereinhave the authority to subpoena relevant witnesses or documents subject to the University's ability to withhold or redact confidential or privileged material pursuant to University policy, the provisions of this contract, or state and federal law. (a) Within 30 days after 4. Either or both parties may, at their discretion, file briefs with the delivery arbitrator. The order and time limits of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof briefing shall be maintained either as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned agreed to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of by the parties or their counsel and as specified by the arbitrator shall arbitrator. Briefing time limits may be conducted only when all parties or their counsel are present and participating in extended if agreed upon by the conversationparties. (c) Within 20 days after selection 5. The parties may agree that in lieu of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided abovewritten decision, the arbitrator shall notify will rule at the parties and the Additional Notice Parties close of the date of the hearing on the issues raised by the Claimhearing. 6. Scheduling of the The arbitration hearing shall be closed unless the parties agree otherwise in writing. 7. An appeal to arbitration shall not inhibit efforts by the University and the UC-AFT to resolve the grievance. The UC-AFT shall have the authority to withdraw a grievance or enter into an agreement with the University to settle a grievance appealed to arbitration. An agreement to settle or withdraw a grievance appealed to arbitration reached between the University and the UC-AFT shall be binding on librarians. 8. The arbitrator shall consider the evidence presented and render a written decision within the sole discretion thirty (30) calendar days of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles close of the corporate headquarters record of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing arbitrator's decision will set forth the arbitrator's findings of fact, reasoning, and conclusions on the issues submitted by the parties. The arbitrator's authority shall be limited to determining whether the University has violated arbitrable provisions of this Agreement. The arbitrator shall not have jurisdiction or authority to add to, amend, modify, nullify, or ignore in any way the provisions of this Agreement. 9. Where there is an issue of pay, benefits, or rights, if the grievance is sustained in whole or in part, the remedy shall not exceed one business dayrestoring to the librarian the pay, except for good cause shown. (h) Within 30 days after the conclusion benefits, and/or rights lost as a result of a violation of the hearingAgreement, the arbitrator shall issue less any compensation from any source recognized by law as appropriate to offset such a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”)remedy. The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings decision and reasons therefor, and state the nature and amount award of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and nonbinding upon the parties to this Agreement and the librarians in the bargaining unit. The University will not be liable for back wages or other monetary reimbursement for: a. any period of time during which an extension of time limits has been granted at the request of the UC-appealableAFT; b. any period of time between the first date the arbitrator is available for an arbitration hearing and the date of the hearing, except when the first date, as otherwise provided agreed to in C.4., is rejected by the UC-AFT, or where it is set at the request of the University under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofprovisions of C.5.; and, c. any period of time greater than thirty (30) calendar days prior to the date the grievance was filed pursuant to Article 24.

Arbitration Procedure. The following procedures shall govern All differences of opinion that may arise between the conduct of any arbitration under this section. All procedural matters relating to Company and the conduct Union concerning the interpretation or application of the arbitration other than those specified below terms or provisions of this Agreement that are specifically made subject to arbitration, which have been processed and have not been satisfactorily settled through this grievance procedure within sixty (60) calendar days after the completion of Step Three, shall be discussed among counsel for submitted to arbitration in the parties manner and form hereafter provided. There shall be arbitrated only the arbitratormatters specifically made subject to arbitration in this Agreement. Subject Unless a matter has been specifically made subject to any agreement of the partiesarbitration, the arbitrator it shall determine all procedural be deemed to be excluded from arbitration by this Agreement and such matters shall not specified hereinbe submitted to or considered in arbitration. (a) Within 30 days after the delivery of a Notice of Arbitration, each Upon request by either party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in other for arbitration, the Notice of Arbitrationparties hereto shall within thirty (30) calendar days, appoint an arbitrator. All documents produced and all copies thereof The arbitrator shall be maintained as strictly confidential, shall be used for no purpose other than schedule the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved hearing as expeditiously, economically and fairly soon as reasonably practicable, and with the maximum degree of confidentialitypractical following referral. (b) All written communications regarding In the proceeding sent event that the Union and the Company cannot agree upon the neutral arbitrator, then the selection shall be referred to the Federal Mediation and Conciliation Service to nominate three (3) persons for the arbitrator. If, within thirty (30) calendar days from the receipt of the three (3) names, the parties shall fail to agree upon the arbitrator, the Company and the Union shall each challenge one (1) of the nominees, the party having first challenge to be decided by lot. The remaining nominee shall become the arbitrator whose decision shall be sent simultaneously to each party or its counselfinal and binding upon both parties. The cost, with a copy to the Additional Notice Parties. Oral communications between any if any, of the parties or their counsel neutral arbitrator and the arbitrator incidental expenses mutually agreed to in advance shall be conducted only when all parties or their counsel are present and participating in the conversationborne equally by both parties. (c) Within 20 days after selection In making an award, the arbitrator’s decision shall be governed by the express terms of this Agreement. The decision of the arbitratorarbitrator made in accordance with the provisions of this Agreement shall be final and binding on the parties, the Claimant provided that such decision shall submit to the arbitrator a copy not in any way add to, disregard, or modify any of the Notice provisions of Arbitrationthis Agreement, along with or rule on any question except the one submitted for arbitration. In addition, an arbitrator may not accept or consider any evidence that would vary or change the plain meaning of an Agreement provision that is not ambiguous on its face. These limitations on the arbitrator’s authority shall not prevent an arbitrator from interpreting a supporting memorandum and any exhibits or other documents supporting the Claimprovision of this Agreement that is ambiguous. (d) Within 20 days after receipt ▇▇▇▇▇ and Retroactivity of Awards: An arbitrator’s remedy shall be limited to the specific grievance submitted for arbitration. An arbitrator’s determination may or may not be retroactive as the equities of the Claimant’s submissionparticular case shall demand, but in any case where the determination is retroactive, the Opposing Party retroactive effect or relief shall submit be limited to 10 working days prior to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If date the Opposing Party fails to respond to any grievance is submitted at Step 1 of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the mattergrievance procedure. (e) Within 20 days after receipt If a case is withdrawn from arbitration, such withdrawal shall settle the grievance(s) and resolve any issue(s) contained therein unless the parties expressly agree to a different disposition. In addition, all grievances which have been held pending the outcome or disposition of the Opposing Party’s responsewithdrawn case, the Claimant may submit to the arbitrator a reply to the Opposing Party’s responseas well as any issues contained therein, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, be considered settled and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify resolved unless the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at ex- pressly agree to a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause showndifferent disposition. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration ‌ If a grievance is not settled under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the partiesArticle, the arbitrator shall determine all procedural matters not specified herein. Union may advance to arbitration by providing the Employer with written notice of its intent to do so within thirty (a30) Within 30 calendar days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing Employer’s written Step III response. If the Union fails to provide the Employer with timely notice of its intent to advance the grievance to Arbitration the grievance will be deemed to have been resolved on the issues raised basis of the Employer’s last written response and will not be arbitrable. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be final and binding upon the members of the bargaining unit, and further that the Union, through its designated representatives, has authority to settle any grievance at any step. By mutual consent, the Union and the Employer may select a permanent Arbitrator or panel of Arbitrators who shall arbitrate grievances. The Union shall submit the unresolved grievance in writing to the Arbitrator with a copy to Employer. If the parties have not mutually agreed upon an arbitrator, an Arbitrator will be selected from a list of seven (7) arbitrators requested by the ClaimUnion from the Federal Mediation and Conciliation Service (FMCS). Scheduling Once the list is received the parties will alternately strike names until only one remains to serve as the arbitrator in the case referred. The first strike shall be awarded to a party based on a coin toss. The Arbitrator may consider and decide only the particular grievance presented to him in a written stipulation by the Employer and the Union, and his decision shall be based solely upon an interpretation of the hearing provisions of this Agreement. The award of the Arbitrator so appointed shall be within final and binding upon the sole discretion parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement. Only one grievance shall be submitted to the Arbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and expenses of the arbitratorArbitrator, but in no event more than 30 days after the last submission Court Reporter and the transcript shall be borne equally by the parties. Each party shall pay any fees of its own representatives, including but not limited to attorney fees, and witnesses for time lost. Occurrences prior to the execution date or subsequent to the expiration date of this Agreement shall take place within 50 miles not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural, but shall be deemed of the corporate headquarters of essence and any grievance shall be waived if not submitted or appealed to the Company at a place selected by next step or to arbitration within the time limits set forth herein. The parties agree that the arbitrator shall accept a written statement signed by a resident or such other place as is mutually agreedpatient in lieu of their sworn testimony. Both parties shall be granted substantially have equal time access to present evidence at the hearingsuch written statements. The hearing parties agree that neither shall not exceed one business day, except for good cause showncall a resident or patient as a witness. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures ADR shall govern the conduct of any arbitration under this section. All procedural matters relating be conducted pursuant to the conduct of JAMS Rules then in effect, except that notwithstanding those rules, the following provisions shall apply to the ADR hereunder: (i) The arbitration other than those specified below shall be discussed among counsel for conducted by a panel of three arbitrators (the parties and “Arbitration Panel”). The Arbitration Panel shall be selected from a pool of retired independent federal judges to be presented to the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified hereinParties by JAMS. (aii) Within 30 days after The time periods set forth in the delivery of JAMS rules shall be followed, unless a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly Party can demonstrate to the issues raised in Arbitration Panel that the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any complexity of the issues raised by or other reasons warrant the Claimant within 20 days extension of receipt one or more of the Claimant’s submission, then the arbitrator may find for the Claimant on any time tables. In such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s responsecase, the Claimant Arbitration Panel may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitratorextend such time tables, but in no event shall the time tables be extended so that the ADR proceeding extends more than 30 days after 18 months from the last submission date of the ADR Request. In regard to such time tables, the Parties (A) acknowledge that the issues that may arise in any dispute involving this Agreement may involve a number of complex matters and (B) confirm their intention that each Party will have the opportunity to conduct complete discovery with respect to all material issues involved in a dispute within the framework provided above. Within such timeframes, each Party shall have the right to conduct discovery in accordance with the Federal Rules of Civil Procedure. The Arbitration Panel shall not award punitive damages to either Party and the Parties shall be deemed to have waived any right to such damages. The Arbitration Panel shall in rendering its decision, apply the substantive law of the State of New York, except for any of its choice of law rules that would require the application of the laws of another jurisdiction, except that the interpretation of and enforcement of this Section 12.1 shall be governed by the parties, and Federal Arbitration Act. The Arbitration Panel shall take place within 50 miles apply the Federal Rules of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time Evidence to present evidence at the hearing. The In the event that arbitration is initiated by Gilead, the hearing shall not exceed one business dayconvene in Boston, except for good cause shownMA; in the event that arbitration is initiated by Achillion, the hearing shall convene in San Francisco, CA. The fees of the Arbitration Panels and JAMS shall be paid by the losing Party which shall be designated by the Arbitration Panel. If the Arbitration Panel is unable to designate a losing Party, it shall so state and the fees shall be split equally between the Parties. (hiii) Within 30 days after the conclusion of the hearingThe Arbitration Panel is empowered to award any remedy allowed by law, the arbitrator shall issue a written decision to be delivered to both parties including money damages, prejudgment interest and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons thereforattorneys’ fees, and state the nature and amount of any to grant final, complete, interim, or interlocutory relief, including injunctive relief but excluding punitive damages, compensation or other relief awarded. (iiv) Except as set forth in Section 12.1(c)(ii), above, each Party shall bear its own legal fees and expenses against the Party losing the ADR unless it believes that neither Party is the clear loser, in which case the Arbitration Panel shall divide such fees, costs and expenses according to the Arbitration Panel’s sole discretion. (v) The award rendered ADR proceeding shall be confidential and the Arbitration Panel shall issue appropriate protective orders to safeguard each Party’s Confidential Information. Except as required by law, no Party shall make (or instruct the Arbitration Panel to make) any public announcement with respect to the proceedings or decision of the Arbitration Panel without prior written consent of each other Party. The existence of any dispute submitted to ADR, and the award, shall be kept in confidence by the arbitrator shall be final Parties and non-appealablethe Arbitration Panel, except as required in connection with the enforcement of such award or as otherwise provided under the required by applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereoflaw.

Arbitration Procedure. Any dispute not in accordance with Articles and may be submitted to an arbitrator who will be selected jointly by the parties. The following procedures shall govern party arbitration will serve notice of intent to arbitrate within sixty (60) days of receivingthe Company's decision and submit the conduct name of at least one arbitrator to the other ▇▇▇▇▇. If the parties are unable to agree on the choice of an arbitrator within fifteen (15) days after notice of intent has been received, the Minister of Labour be requested to appoint an arbitrator. The arbitrator have jurisdiction over matters placed in his hands under the terms of this Agreement. The arbitrator have no jurisdiction to modify, amend or make any decision inconsistent with the terms of this Agreement. The arbitrator establish his own procedure consistent with the of natural justice. The arbitrator have authority, in the case of a grievance appeal, to render any decision that is fair and equitable with regard to the interpretation, application and of the Agreement and to any grievance of a disciplinary nature. In the case of disciplinary or discharge the arbitrator have the authority to determine whether the disciplinary or discharge action taken by the Company was for just and proper cause. such or discharge the arbitrator may the Company's decision, fully exonerate and reinstate the Cabin Attendant with pay for time lost or render such other decision as he considers just and In the case of an arbitration under this sectionwhere the decision has been to reinstate the Cabin Attendant, any adjustment in the decision will be paid to the Cabin Attendant within thirty (30) days after receiving the decision. All procedural matters The arbitrator's decisions be and binding on the Union, the Company and the Cabin Attendant The Company provide the Union with a copy of documents and materials relating to the conduct grievance. For any arbitration hearing, Cabin Personnel as witnesses will be granted the time needed for their deposition as as their transportation on the Company's system. to each ▇▇▇▇▇ will cover the costs of their respectivewitnesses. Compensation of the arbitration other than those specified below shall be discussed among counsel for the parties arbitrator and the arbitratorexpenses incurred by him be shared by each ▇▇▇▇▇. Subject The provisions of in no way limit, restrict or abridge any rights or privileges accorded to any agreement either party under the In view of the partiesorganized procedure for settling grievances, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant Cabin Attendant will go on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the otherstrike, and the arbitrator, with Union will not declare or authorize a list and copies strike by any of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided aboveits Cabin Personnel; moreover, the arbitrator shall notify Company agrees not to declare or order a lock-out against any Cabin Attendant until the requirements dictated by the Canada Labour Code have been met. Furthermore,the parties agree to refrain from any pressure tactics throughout the duration of this Agreement. For the purposes of this Article, the terms "strike" and "lock-out" have the Additional Notice Parties of the date of the hearing on the issues raised same meanings as those used by the ClaimCanada Labour Code. Scheduling of It is agreed that neither the hearing shall be within the sole discretion of the arbitratorUnion nor ▇▇▇▇▇ Attendants will interrupt work due to a dispute or a disagreement between individuals, but in no event more than 30 days after the last submission by the partiescompanies, and shall take place within 50 miles of the corporate headquarters of unions or associations that have not signed this Agreement, as long as the Company takes the necessary steps to ensure the safety of its Cabin Personnel at all times during such conflicts. A Cabin Attendant, who refuses to cross a place selected by legal picket line of an airline union that has not signed this Agreement, may not be for this sole reason alone if the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall did not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it ensure his in accordance with applicable law the paragraph. The Company agrees never to place its Cabin Personnel in such court as has jurisdiction thereofcontact with replacement workers (strike breakers) performing the duties that are normally the responsibility of Cabin Personnel or placed on the Company's flights, by the Company, in anticipation of a possible dispute.

Arbitration Procedure. The following procedures shall govern 18:01 In the conduct event that a grievance or a dispute involving the application, interpretation or administration of any arbitration under this section. All procedural matters relating Agreement is not settled through the grievance procedure to the conduct satisfaction of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the both parties, such matter may be the arbitrator shall determine all procedural matters not specified hereinsubject of arbitration in accordance with the procedure set out hereunder. 18:02 Either party, within twenty (a20) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 working days of receipt of a final decision by the Claimant’s submissionother party, then may give written notice of its intention to submit the arbitrator may find for the Claimant on any dispute to arbitration. Failure to give such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than notice within twenty (20) working days prior shall mandatorily mean that the grievance is deemed to be abandoned. 18:03 The party giving such notice shall, at the time of giving such notice, advise the recipient of the name of a proposed sole arbitrator who they would find acceptable to hear the grievance. The recipient of such notice shall respond to that proposal within ten (10) working days. In the event that the parties are unable to agree on the name of the sole arbitrator within ten (10) days of the initial notice, then either party may apply to the hearing date scheduled by Manitoba Labour Board for the appointment of a sole arbitrator each party shall provide to hear the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may givegrievance. 18:04 The arbitrator shall meet and hear the evidence of both sides and render their decision within ten (g10) Within 10 working days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date completion of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place further time as is mutually agreed. Both the parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written may jointly agree upon and their decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding upon the employee, except as otherwise provided under the applicable Arbitration ActUnion and the Museum. 18:05 The arbitrator shall not be empowered to change, by their decision, any provisions of this Agreement or to set provisions of a new Agreement. 18:06 The arbitrator shall have the right to rescind, vary or uphold the decision of the Museum. 18:07 The fees and judgment expenses of the Arbitrator shall be shared equally by the parties. 18:08 Either party is entitled to call witnesses or other persons to give testimony and if employees of the Museum are called by the Museum they shall be allowed leave with pay and if employees in the bargaining unit of the Museum are called by the Union they shall be allowed leave with pay and the Union shall reimburse the Museum for one hundred percent (100%) of the wages paid to such employees for the period of absence. 18:09 The above time limits may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofwaived by the written agreement of the parties hereto.

Arbitration Procedure. The following procedures shall govern parties to this Agreement are agreed that any dispute or grievance concerning the conduct application, interpretation or alleged violation of any arbitration under this section. All procedural matters relating to the conduct Agreement, which has been carried through all steps of the grievance procedure as set forth in this Agreement and which has not been settled, may be referred to arbitration other than those specified as set forth below shall be discussed among counsel for at the written request of either of the parties and the arbitratorhereto. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. If no written request for arbitration is received within ten (a10) Within 30 working days after the delivery decision under Step 3 is given, the grievance shall be deemed to have been settled in accordance with the decision given at Step 3 and shall not be submitted to arbitration or be deemed arbitrable. If the Museum or the Union requests that a grievance as above provided be submitted to arbitration, it shall proceed as described under Section 48 (2) of The Labour Relations Act, except that the parties may agree that any grievance shall be submitted in lieu of a Notice Board, to a mutually acceptable sole arbitrator selected within the time limited by Section 48 (2), for the constitution of an Arbitration Board. The Board of Arbitration, each party shall afford or single arbitrator, as the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidentialcase may be, shall be used for no purpose other than the arbitration hereunder, and shall be returned not have any power to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party alter or its counsel, with a copy to the Additional Notice Parties. Oral communications between change any of the parties provisions of this Agreement or their counsel to substitute any new provisions nor to give any decision inconsistent with the terms and the arbitrator provisions of this Agreement. No adjustment effected hereunder or any arbitration award shall be conducted only when all parties made retroactive beyond the date on which the grievance was formally discussed or their counsel are present and participating in presented. Where the conversation. (c) Within 20 days after selection grievance relates to a dispute concerning pay or the appropriateness of the arbitratoran Employee’s classification, the Claimant shall submit adjustment may be retroactive to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list Employee was incorrectly paid or classified, provided that such grievance was initiated in strict compliance with the requirements of Article 10, failing which the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing adjustment shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place limited as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shownaforesaid. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days of the service after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s 's submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of after receipt of the Claimant’s 's submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s 's response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s 's response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last latest submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”"FINAL DETERMINATION"). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s 's findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. Section 10.1 In the event a grievance is unresolved after being processed through all steps of the grievance procedure, then within fourteen (14) days after the rendering of the decision at Step 3, the GMP may submit the grievance to arbitration. Within this fourteen (14) day period, the parties will meet to attempt to mutually agree upon an arbitrator. If the parties are unable to agree, then a list of arbitrators will be requested from the Federal Mediation and Conciliation Services. Section 10.2 The following procedures arbitrator shall govern have no power or authority to add to, subtract from, or in any manner, alter the conduct specific terms of this Agreement or to make any award requiring the commission of any arbitration under this section. All procedural matters relating act prohibited by law or to the conduct make any award that itself is contrary to law or violates any of the arbitration other terms and conditions of this Agreement. The arbitrator shall not establish any new or different wage rates not negotiated as part of this Agreement. The arbitrator shall not decide more than those specified below shall be discussed among counsel for one grievance on the parties and the arbitrator. Subject to any same hearing day(s), except by mutual written agreement of the parties. This arbitration provision is limited to those grievances within the definition contained in Article 9, the arbitrator shall determine all procedural matters not specified hereinSection 9.2 of this Agreement. (a) Within 30 days after Section 10.3 The arbitrator has the delivery authority to determine if a grievance is subject to this arbitration procedure. If either party contests the arbitrability of a Notice of Arbitrationgrievance, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall this issue will be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of placed first before the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party Section 10.4 The hearing or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator hearings shall be conducted only when all parties or their counsel are present and participating in pursuant to the conversation"Rules of Voluntary Arbitration" of the American Arbitration Association. (c) Within 20 days after selection Section 10.5 The fees and expenses of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date cost of the hearing on the issues raised by the Claim. Scheduling of the hearing shall room, if any, will be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission borne equally by the parties, . Section 10.6 An employee requested to appear at the arbitration hearing by either party and whose presence is necessary shall attend without the necessity of subpoena. Any request made by either party for the attendance of witnesses shall be made in good faith and shall take place within 50 miles not unreasonably interfere with operation of the corporate headquarters Departments. Section 10.7 The Union agrees to indemnify and hold the Employer harmless against all claims, demands, suits or other forms of liability that may arise out of a determination that the Union failed to fairly represent a member of the Company at a place selected by bargaining unit under the arbitrator or such other place as provisions of the grievance and arbitration procedure. Section 10.8 The arbitrator's decision and award will be in writing and delivered within thirty (30) days from the date the record is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingclosed. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under binding upon the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofparties.

Arbitration Procedure. If the grievance is not resolved on the basis of the foregoing, the Union may submit the issue to expedited arbitration by notifying the other party of its intention to pursue the grievance to arbitration by so notifying the other party within thirty (30) calendar days of the Union's receipt of the written response per the preceding step. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be final and binding upon the members of the bargaining unit, and further that the Union, through its designated representatives, has authority to settle any grievance at any step. By mutual consent, the Union and the Employer may select a permanent Arbitrator or panel of Arbitrators who shall arbitrate grievances. The following procedures Union shall govern submit the conduct of any arbitration under this section. All procedural matters relating unresolved grievance in writing to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, Arbitrator with a copy to Employer. The Arbitrator may consider and decide only the Additional Notice Parties. Oral communications between any particular grievance presented to him in a written stipulation by the Employer and the Union, and his decision shall be based solely upon an interpretation of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection provisions of this Agreement. The award of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator Arbitrator so appointed shall be final and non-appealablebinding upon the parties. The Arbitrator shall have no authority to alter, except amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement. Only one grievance shall be submitted to the Arbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and expenses of the Arbitrator, the Court Reporter and the transcript shall be borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to the execution date or subsequent to the expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as otherwise provided under merely procedural, but shall be deemed of the applicable Arbitration Act, essence and judgment may any grievance shall be entered upon it waived if not appealed to the next step or to arbitration within the time limits set forth herein. The parties agree that the arbitrator shall accept a written statement signed by a resident or patient in accordance with applicable law in such court lieu of their sworn testimony. The parties agree that neither shall call a resident or patient as has jurisdiction thereofa witness.

Arbitration Procedure. The following procedures 12.01 When either party requests that a grievance be submitted to arbitration, that party shall govern the conduct of any arbitration under this section. All procedural matters relating make such request in writing addressed to the conduct of other party to this Agreement and, in the arbitration other than those specified below shall be discussed among counsel for the parties and the notice, that party will also name its three (3) alternative choices as to an arbitrator. Subject In its reply to any agreement of the partiesnotice, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each other party shall afford the other, or advise as to its counsel, with reasonable access three (3) alternative choices as to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the an arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant parties can agree on a single arbitrator within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days of the notice, the matter shall be determined by that arbitrator. Failing such agreement, the parties shall request the Minister of Labour to appoint a single arbitrator to hear the matter. The parties will jointly bear the expenses of the arbitrator, and any other expenses incurred in respect of the arbitration. 12.02 No person may be appointed as an Arbitrator who has been involved in an attempt to negotiate or settle the grievance. 12.03 No matter may be submitted to arbitration which has not been properly carried through all previous steps of the Grievance Procedure. 12.04 The Arbitrator shall not be authorized to make any decision inconsistent with the provisions of this Agreement, nor to alter, modify or amend any part of this Agreement. When a grievance which affects an employee’s pay is settled, the settlement may be made retroactive for a period as agreed to by the conferring parties or by the Arbitrator, but in no case will the settlement be made retroactive for a period greater than one (1) month prior to the hearing last date scheduled by on which the arbitrator each party shall provide grievance was presented in writing to the other, and the arbitrator, with a list and copies Company. 12.05 The proceedings of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify Arbitrator will be expedited by the parties and the Additional Notice Parties decision of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall Arbitrator will be final and non-appealablebinding upon the parties. 12.06 At any stage of the Grievance Procedure, except as otherwise provided under including arbitration, the applicable Arbitration Act, conferring parties may have the assistance of the employee or employees concerned and judgment may any necessary witnesses and all reasonable arrangements will be entered upon it in accordance made to permit the conferring parties to have access to the Plant to view the disputed operations and to confer with applicable law in such court as has jurisdiction thereofthe necessary witnesses.

Arbitration Procedure. The following procedures shall govern If not settled as described above and either party wishes to appeal, the conduct grievance may be referred to binding arbitration as described below within ten (10) business days of any arbitration under this section. All procedural matters relating the answer provided to the conduct of the arbitration other than those specified below complaining party: A. The parties shall be discussed among counsel for the parties and the arbitrator. Subject attempt to any agreement of the parties, the agree upon an arbitrator shall determine all procedural matters not specified herein. within five (a5) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 business days after receipt of the Claimant’s submissionnotice of referral. In the event the parties are unable to agree upon the arbitrator within said five (5) business day period, the Opposing Party parties shall jointly request the American Arbitration Association to submit a panel of five (5) arbitrators. Each party retains the right to reject one panel in its entirety and request that a new panel be submitted. Both the Employer(s) and the Union shall have the right to strike two (2) names from the panel. The party requesting arbitration shall strike the first two names; the other party shall then strike two names. The person remaining shall be the arbitrator. B. The arbitrator shall be notified of his/her selection and shall be requested to set a time and place for the hearing, subject to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any availability of the issues raised by the Claimant within 20 days of receipt Union and Employer representatives. The parties may attempt to arrive at a joint stipulation of the Claimant’s submission, then the arbitrator may find facts and issues for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit submission to the arbitrator a reply to arbitrator. Unless otherwise mutually agreed between the Opposing Party’s responseEmployer(s) and the Union, or notification that no reply is forthcoming. (f) No all arbitration hearings shall commence not later than twenty thirty (2030) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, date the arbitrator accepts his or her appointment to hear the case. C. The Employer(s) and the Union shall have the right to request the arbitrator to require the presence of witnesses or documents. The Employer(s) and the Union retain the right to employ legal counsel. D. More than one grievance may be submitted to the same arbitrator if both parties mutually agree in writing. E. The fees and expenses of the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission shared equally by the parties; the cost of a written transcript, and if any, shall take place within 50 miles of the corporate headquarters of the Company at a place selected be borne by the arbitrator requesting party or such other place as is mutually agreedparties. Both parties Each party shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except responsible for good cause showncompensating its own representatives and witnesses. (h) Within 30 days after the conclusion F. The decision and award of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding on the Employer, except as otherwise provided under the applicable Arbitration Act, Union and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofthe employee or employees involved.

Arbitration Procedure. Except as expressly provided in this Agreement, any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its International Arbitration Rules as then in effect, which rules are deemed to be incorporated by reference into this Section 16.2.3 (Arbitration Procedure). There will be one arbitrator, and such arbitrator will be chosen pursuant to the AAA Rules. The following procedures shall govern seat, or legal place, of arbitration will be New York, New York, or such other venue as the conduct of Parties agree. The language to be used in the arbitral proceedings will be English. THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT UNDER THIS SECTION 16.2.3 (ARBITRATION PROCEDURE) EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ARBITRABLE CONTROVERSY OR CLAIM. The Parties hereby agree that the arbitrator has authority to issue rulings and orders regarding all procedural and evidentiary matters that the arbitrator deems reasonable and necessary with or without petition therefor by the Parties as well as the final ruling and judgment. All rulings by the arbitrator will be final. Judgment on the award granted in any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions hereunder may be allowed entered in any court having jurisdiction over the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party award or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties Parties or any of their counsel respective assets. Nothing in this Agreement will prevent either Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection subject matter of the arbitratordispute as necessary to protect either Party’s name, the Claimant shall submit proprietary information, trade secrets, Know-How, or any other proprietary right or otherwise to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documentsavoid irreparable harm. If the Opposing Party fails issues in dispute involve scientific or technical matters, then any arbitrator chosen hereunder will have educational training or experience sufficient to respond to demonstrate a reasonable level of knowledge in the field of biotechnology and pharmaceuticals. The Parties agree that arbitration of any dispute will be confidential, and all claims, proceedings, and evidence provided in the arbitration and all decisions of the issues raised by arbitrators will be considered the Claimant within 20 days Confidential Information of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matterboth Parties under this Agreement. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. 23:01 Either party may refer a grievance to arbitration providing that the grievance has been properly processed through all of the requisite steps of the grievance procedure and within the prescribed time limits subject to article 22:08. 23:02 The following procedures party wishing to submit the grievance to arbitration shall govern make such request in writing, by registered mail, containing the conduct name of any arbitration under this section. All procedural matters relating that party’s nominee to the conduct Board of Arbitration, to the other party within fifteen (15) working days after the receipt of the arbitration reply at Step Two of the grievance procedure. The recipient of the notice shall within fifteen (15) working days inform the other than those specified below party in writing by registered mail, of the name of its nominee to the Board of Arbitration. The two nominees shall within fifteen (15) working days of the appointment of the second of them, appoint a third party who shall be discussed among counsel for the chairperson of the Board of Arbitration. If the recipient of the notice fails to appoint a nominee, or if the two nominees fail to agree upon a chairperson within the time limits prescribed herein, the appointment shall be made in accordance with the relevant provisions of the Ontario Labour Relations Act, as amended from time to time. 23:03 The Arbitration Board shall hear and determine the difference or allegation and shall issue a decision, and the decision shall be final and binding upon the parties and upon any employee affected by it. The decision of a majority is the arbitrator. Subject to any agreement decision of the partiesArbitration Board, but if there is not a majority, the arbitrator shall determine all procedural matters not specified hereindecision of the Chairperson governs. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions 23:04 No person may be allowed appointed as a nominee or a chairperson to a Board of Arbitration who has been involved in an attempt to negotiate or settle the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitygrievance. (b) All written communications regarding the proceeding sent 23:05 The Board of Arbitration shall not have any authority to the arbitrator shall be sent simultaneously alter, modify, change, add to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between detract from any of the parties provisions of this collective agreement or their counsel and the arbitrator shall be conducted only when all parties to substitute any new provisions in lieu thereof or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to give any decision contrary to the arbitrator provisions of this collective agreement or to provide a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit remedy applicable to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days time prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling filing of the hearing shall be within the sole discretion grievance. 23:06 Each of the arbitrator, but in no event more than 30 days after parties to this collective agreement will pay the last submission by fees and disbursements of its nominee to the partiesBoard of Arbitration, and shall take place within 50 miles will share equally the fees and disbursements of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shownChairperson. (h) Within 30 days after 23:07 Any time limits set in both the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties Grievance and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment Procedure may be entered upon it extended by mutual agreement in accordance with applicable law in such court as has jurisdiction thereofwriting.

Arbitration Procedure. The 10.01 If a grievance remains unsettled following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the procedures set forth in Article 9, it may be submitted to arbitration provided that the party calling for arbitration notifies the other party in writing to that effect no more than those specified below shall be discussed among counsel for twenty (20) working days after the parties and the arbitrator. Subject to any agreement date of decision ren- dered at Step 3 of the parties, the arbitrator shall determine all procedural matters not specified hereinGrievance Procedure. (a) Within 30 days after When either the delivery of Company or the Union re- quest that a Notice of Arbitrationgrievance be submitted to arbitra- tion, each party such request shall afford the other, or its counsel, with reasonable access to documents relating directly be made in writing ad- dressed to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderparty to this Agreement, and shall be returned to at the producing party upon completion of the arbitration. There shall be no other discovery except that, if same time appoint a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitynominee. (b) All written communications regarding Within five (5) working days thereafter the proceeding sent to the arbitrator other party shall be sent simultaneously to each party or its counsel, with appoint a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversationnominee. (c) Within 20 days after selection The two nominees so appointed shall choose a third arbitrator who will act as Chairman of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the ClaimBoard. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) working days prior they fail to agree upon an impartial arbitrator such impar- tial arbitrator shall, at the hearing date scheduled request of either of the appointed nominees, be appointed by the arbitrator each party Ministry of Labour for the Province of Ontario. 10.03 Should the three person Board of Arbitration not arrive at the majority decision, the decision of the Chairman shall provide become the otherdecision of the Board, and the arbitrator, with a list and copies decision of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator Board shall be final and non-appealablebinding on both the Company and the Union. (a) The Board of Arbitration shall not have any power to alter or change any of the provisions of this Agreement, except as otherwise provided under nor to substitute any new provisions for any existing provisions, or to give any decision inconsistent with the applicable Arbitration Actterms and provisions of this Agreement. (b) In cases involving discharge or suspension, however, the Board may uphold the Company’s action in discharging or suspending the em- ployee, or may order reinstatement of the discharged or suspended employee with full compensation for time lost, or may issue such other decision within these limits which, in the Board’s opinion, is just and equitable in the cir- cumstances. 10.05 Each of the parties hereto will bear the expens- es of the nominee appointed by it, and judgment the par- ties will jointly and equally bear the expenses of the Chairman of the Arbitration Board. 10.06 The parties may elect, on consent, to submit a grievance to a single arbitrator, who shall have the same powers of a Board of Arbitration as set out herein. The parties will jointly and equally bear the expenses of the single arbitra- tor. 10.07 The time limits specified therein may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofex- tended by mutual agreement.

Arbitration Procedure. The following procedures shall govern If the conduct grievance is not settled in accordance with the foregoing procedures, the Guild or Employer may refer the grievance to arbitration within thirty (30) calendar days after the completion of any mediation or in the event mediation is bypassed, within thirty (30) calendars days after completion of Step 3. If the request for arbitration under this section. All procedural matters relating is not filed by the Guild staff representative or the Employer within thirty (30) calendar days, the Guild or Employer waives its right to pursue the conduct of grievance through the arbitration other than those specified below procedure. The City and the Guild shall attempt to select a sole arbitrator by mutual agreement. In the event the parties are unable to agree upon an arbitrator, either party may request the Public Employment Relations Commission (PERC) to submit a panel of nine (9) arbitrators. Both the City representative and the Guild representative shall have the right to strike four (4) names from the panel. The party striking the first name shall be discussed among counsel for determined by a flip of a coin. The other party shall then strike the parties next name and so on. The remaining person shall be the arbitrator. Subject The arbitrator shall be notified of his/her selection by a joint letter from the Employer and the Guild requesting that he/ she set a time and place subject to any agreement the availability of the parties, City and the Guild representatives. The arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitrationhave no right to amend, each party shall afford the othermodify, ignore, add to, or its counsel, with reasonable access subtract from the provisions of this agreement. He/ she shall consider and decide only the specific issue submitted to documents relating directly to him/her in writing by the issues raised in City and the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderGuild, and shall be returned have no authority to the producing party upon completion of the arbitrationmake a decision on any other issue not submitted to him/her. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the The arbitrator shall be sent simultaneously to each party or its counsel, with a copy to submit his/her decision in writing within thirty (30) calendar days following the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date close of the hearing on or the issues raised by the Claim. Scheduling submission of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission briefs by the parties, and whichever is later, unless the parties agree to an extension thereof. The decision shall take place within 50 miles be based solely upon his/her interpretation of the corporate headquarters meaning or application of the Company at a place selected by express terms of this Agreement to the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at facts of the hearinggrievance presented. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, binding. Each party shall be responsible for compensating its own representatives and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofwitnesses.

Arbitration Procedure. The following procedures shall govern Section 1. When a matter pursued through the conduct of any arbitration under this section. All procedural matters relating to Negotiated Grievance Procedure is not satisfactorily resolved at the conduct final step of the grievance procedure, the matter may be submitted for arbitration other than those specified below shall by the Employer or the Union. The request to invoke arbitration must be discussed among counsel for in writing and must be received by the parties and Commander or the arbitrator. Subject to any agreement Union President within fifteen (15) work days of the parties, date of receipt of the arbitrator shall determine all procedural matters not specified hereinfinal grievance decision or conclusion of grievance mediation. Only the Parties to this Agreement may invoke arbitration. Section 2. Within ten (a10) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 work days after receipt of the Claimant’s submissionarbitration request, the Opposing Employer and the Union will jointly request that the Federal Mediation and Conciliation Service submit a list of seven (7) impartial persons qualified to act as arbitrators. The Party invoking the arbitration will initially pay the appropriate list fee. The fee will be split if there is a split decision. The losing Party shall submit to otherwise be responsible for the arbitrator a memorandum supporting its position and any exhibits or other supporting documentsfee. If the Opposing Party fails to respond to any Unless agreed otherwise, representatives of the issues raised by Union and the Claimant Employer will meet within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. ten (e10) Within 20 work days after receipt of such a list. A representative of the Opposing Union and a representative of the Employer will each strike one arbitrator’s name from the list of seven (7); they will then repeat this procedure. The remaining name will be the duly selected Arbitrator. A flip of a coin will decide which Party strikes first. Section 3. The Federal Mediation and Conciliation Service shall be empowered to make a direct designation of an arbitrator to hear the case in the event: a. either Party refuses to participate in the selection of an Arbitrator; or b. upon inaction or undue delay on the part of either Party’s response. Section 4. The Parties will in good faith attempt to define the issue. If complete agreement cannot be reached on the issue prior to arbitration, the Claimant may submit Parties will present their respective issues to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence Arbitrator at the hearing. The hearing shall not exceed one business day, except for good cause shownArbitrator will then determine the issue to be heard. Section 5. Grievability and arbritability of issues, if unresolved, will be handled as threshold issues at Arbitration. Grievability or arbitrability issues must be raised in writing to the other Party within ten (h10) Within 30 work days after arbitration is invoked. Section 6. The Parties will make a good faith effort in scheduling the arbitration. Once the arbitration date is set, if one of the Parties seeks to change the date, that Party is responsible for paying the cancellation fee, if any. If the date is changed based on a stipulation, both Parties will split the cancellation fee, if any. Section 7. At least 12 work days prior to the arbitration, the Parties will exchange anticipated witness lists. Section 8. Witnesses who are not located within the continental United States may appear telephonically or via video teleconference. Section 9. The Arbitrator’s fees and expenses shall be borne by the losing Party. The Arbitrator shall determine the losing Party. If there is a split decision in which neither Party can be designated as the losing Party, the fees and expenses will be shared equally by the Employer and the Union. Where the Union and the Employer mutually request, a transcript or the arbitrator requests a transcript, the expenses will be shared; otherwise the Party requesting the transcript shall bear the expense. The Employer and the Union shall share equally the expenses of any mutually agreed upon services. Section 10. The arbitration hearing will be on the Employer’s premises during the Employer’s regular administrative working hours. Each person authorized to attend the arbitration hearing who is employed by the Employer and who is in a duty status at the time the hearing is held will be excused from duty to participate in the arbitration proceedings without loss of pay or charge to annual leave. When necessary, an employee’s shift will be adjusted to accommodate presence at the hearing in a duty status. Section 11. The Arbitrator will be requested to render a decision not later than thirty (30) calendar days after conclusion of the hearing, unless the arbitrator shall issue a written decision Parties agree otherwise. Section 12. The Arbitrator will not change, modify, alter, delete, or add to be delivered to both parties the provisions of this Agreement; this right is the prerogative of the Union and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awardedEmployer only. (i) The Section 13. Either the Union or the Employer may file exceptions to an Arbitrator’s award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofand regulations.

Arbitration Procedure. The following procedures shall govern 12:01 In the conduct event that a grievance or a dispute involving the application, interpretation or administration of any arbitration under this section. All procedural matters relating Agreement is not settled through the grievance procedure to the conduct satisfaction of both parties, such matter may be the subject of arbitration in accordance with the procedure set out hereunder. 12:02 The party giving such notice will, at the time of giving such notice, advise the recipient of the arbitration other than those specified below shall be discussed among counsel name of a proposed sole arbitrator who they would find acceptable to hear the grievance. The recipient of such notice will respond to that proposal within ten (10) working days. In the event that the parties are unable to agree on the name of the sole arbitrator within ten (10) days of the initial notice, then either party may apply to the Manitoba Labour Board for the appointment of a sole arbitrator to hear the grievance. 12:03 Nothing in this Agreement will preclude settlement of a grievance by mutual agreement in any manner whatsoever. 12:04 The arbitrator will not be empowered to make any decision inconsistent with the provisions of this Agreement, or to modify or amend any portion of this Agreement. 12:05 The arbitrator will determine their own procedures, but will provide full opportunity to all parties to present evidence and make representations. The arbitrator will hear and determine the difference(s) or allegation(s) and render a decision as quickly as reasonably possible. 12:06 The fees and expenses of the arbitrator will be shared equally by the parties. 12:07 Either party is entitled to call witnesses or other persons to give testimony and if employees of MAC are called by MAC they will be allowed leave with pay and if employees in the bargaining unit of the MAC are called by the Union they will be allowed leave with pay and the arbitrator. Subject Union will reimburse MAC for one hundred percent (100%) of the wages paid to any such employees for the period of absence. 12:08 The arbitrator will meet and hear the evidence of both sides and render their decision within ten (10) working days after completion of the hearing or such further time as the parties may jointly agree upon and their decision will be final and binding upon the employee, the Union and MAC. 12:09 The above time limits may be waived by the written agreement of the parties, the arbitrator shall determine all procedural matters not specified hereinparties hereto. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. Discovery shall be under the U.S. Federal Rules of Civil Procedure then in effect in the District Court for the [ * ]. The following procedures Arbitration shall govern be held in [ * ] under the conduct of any arbitration under this section. All procedural matters relating to the conduct rules of the American Arbitration Association ("AAA"). The arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel by [ * ] arbitrators who are present and participating knowledgeable in the conversation. (c) Within 20 days after selection subject matter at issue in the dispute. [ * ] The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingproceedings. The hearing shall not exceed one business dayarbitrators shall, except for good cause shown. (h) Within 30 within [ * ] calendar days after the conclusion of the arbitration hearing, the arbitrator shall issue a written award and statement of decision to be delivered to both parties describing the essential findings and conclusions on which the Additional Notice Parties (award is based, including the “Final Determination”)calculation of any damages awarded. The Final Determination arbitrators shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any be authorized to award compensatory damages, compensation but shall NOT be authorized to award non-economic damages or punitive damages, or to reform, modify or materially change this Agreement or any other agreements contemplated hereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief awarded. (i) the arbitrators deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The award of the arbitrators shall be the sole and exclusive remedy of the Parties. Judgment on the award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment arbitrators may be entered upon it enforced in accordance with applicable law in such any court as has having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrators. Notwithstanding anything contained in this Section 15.2 to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party's rights hereunder through specific performance, injunction or similar equitable relief. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration If a grievance is not settled under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the partiesArticle, the arbitrator shall determine all procedural matters not specified herein. Union may advance to arbitration by providing the Employer with written notice of its intent to do so within thirty (a30) Within 30 calendar days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing Employer’s written Step III response. If the Union fails to provide the Employer with timely notice of its intent to advance the grievance to Arbitration the grievance will be deemed to have been resolved on the issues raised basis of the Employer’s last written response and will not be arbitrable. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be final and binding upon the members of the bargaining unit, and further that the Union, through its designated representatives, has authority to settle any grievance at any step. By mutual consent, the Union and the Employer may select a permanent Arbitrator or panel of Arbitrators who shall arbitrate grievances. The Union shall submit the unresolved grievance in writing to the Arbitrator with a copy to Employer. If the parties have not mutually agreed upon an arbitrator, an Arbitrator will be selected from a list of seven (7) arbitrators requested by the ClaimUnion from the Federal Mediation and Conciliation Service (FMCS). Scheduling Once the list is received the parties will alternately strike names until only one remains to serve as the arbitrator in the case referred. The first strike shall be awarded to a party based on a coin toss. The Arbitrator may consider and decide only the particular grievance presented to him in a written stipulation by the Employer and the Union, and his decision shall be based solely upon an interpretation of the hearing provisions of this Agreement. The award of the Arbitrator so appointed shall be within final and binding upon the sole discretion parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement. Only one grievance shall be submitted to the Arbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and expenses of the arbitratorArbitrator, but in no event more than 30 days after the last submission Court Reporter and the transcript shall be borne equally by the parties. Each party shall pay any fees of its own representatives, including but not limited to attorney fees, and witnesses for time lost. Occurrences prior to the execution date or subsequent to the expiration date of this Agreement shall take place within 50 miles not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural but shall be deemed of the corporate headquarters of essence and any grievance shall be waived if not submitted or appealed to the Company at a place selected by next step or to arbitration within the time limits set forth herein. The parties agree that the arbitrator shall accept a written statement signed by a resident or such other place as is mutually agreedpatient in lieu of their sworn testimony. Both parties shall be granted substantially have equal time access to present evidence at the hearingsuch written statements. The hearing parties agree that neither shall not exceed one business day, except for good cause showncall a resident or patient as a witness. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 The Reinsurer and Retrocessionaire intend that any dispute between them arising under this Agreement (excluding those disputes identified in Section 12.1(a)) be resolved without resort to any litigation. Accordingly, the Reinsurer and Retrocessionaire agree that they will negotiate diligently and in good faith to agree on a mutually satisfactory resolution of any such dispute; provided, however, that if any such dispute cannot be so resolved by them within sixty (60) calendar days (or such longer period as the parties may agree) after commencing such negotiations, the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access Reinsurer and Retrocessionaire agree that they will submit such dispute to documents relating directly to the issues raised arbitration in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereundermanner specified in, and shall such arbitration proceeding will be returned to conducted in accordance with, the producing party upon completion Commercial Arbitration Rules of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialityAmerican Arbitration Association. (b) All written communications regarding The arbitration hearing will be before a panel of three disinterested arbitrators, each of whom must be a present or former officer of a life insurance or life reinsurance company familiar with the proceeding sent to life reinsurance business, or other professionals with experience in life insurance or reinsurance, provided that such professionals shall not have performed services for either party within the previous five (5) years, and provided further that no arbitrator shall be sent simultaneously to a former employee of the Reinsurer or any of its Affiliates. The Reinsurer and Retrocessionaire will each party or its counsel, with a copy appoint one arbitrator by written notification to the Additional Notice Parties. Oral communications between any other party within thirty (30) calendar days after the date of the parties or their counsel and mailing of the notification initiating the arbitration. These two arbitrators will then select the third arbitrator shall be conducted only when all parties or their counsel are present and participating in within sixty (60) calendar days after the conversationdate of the mailing of the notification initiating arbitration. (c) Within 20 days after selection If either the Reinsurer or Retrocessionaire fails to appoint an arbitrator, or should the two arbitrators be unable to agree upon the choice of the a third arbitrator, the Claimant shall submit to the arbitrator a copy president of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting American Arbitration Association will appoint the Claimnecessary arbitrators within thirty (30) calendar days after the request to do so. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party The arbitrators shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing base their decision on the issues raised by terms and conditions of this Agreement. However, if the Claim. Scheduling terms and conditions of the hearing shall be within the sole discretion this Agreement do not explicitly dispose of the arbitrator, but an issue in no event more than 30 days after the last submission by dispute between the parties, the arbitrators may base their decision on the customs and shall take place within 50 miles practices of the corporate headquarters life insurance and life reinsurance industry together with an interpretation of the Company at law. The vote or approval of a place selected majority of the arbitrators will decide any question considered by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingarbitrators. The hearing shall not exceed one business day, except for good cause shown. place of arbitration will be determined by the arbitrators. Each decision (hincluding without limitation each award) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall arbitrators will be final and non-appealablebinding on all parties and will be nonappealable, except that (at the request of either the Reinsurer or Retrocessionaire) any award of the arbitrators may be confirmed (or, if appropriate, vacated) by a judgment entered by the court specified in Section 8.4. No such award or judgment will bear interest except as otherwise provided under in Section 3.3. In no event may the applicable Arbitration Actarbitrators award punitive or exemplary damages. Each party will be responsible for paying (a) all fees and expenses charged by its respective counsel, accountants, actuaries, and judgment may be entered upon it other representatives in accordance conjunction with applicable law in such court as has jurisdiction thereofarbitration and (b) one-half of the fees and expenses charged by each arbitrator.

Arbitration Procedure. The following procedures shall govern In the conduct event of any arbitration under this section. All procedural matters relating disputes between the parties with respect to the conduct terms and conditions of this Agreement, either party may demand that such disputes shall be resolved by and through an arbitration proceeding to be conducted under the auspices of the American Arbitration Association (AAA) in Denver, Colorado or Chicago, Illinois. The demand for arbitration other than those specified below shall be discussed among counsel in writing, shall be served on the other party in the manner prescribed in the Purchase Agreement for giving notices, and shall set forth the matter or matters to be arbitrated and the name of the arbitrator chosen by the party making such demand. Within 15 days after receipt of such demand, the other party to the dispute shall appoint an arbitrator and given written notice of such appointment to the other party and shall specify the name and address of such arbitrator. If such party shall fail to appoint an arbitrator and notify the other party as herein provided within such fifteen day period, the party making the demand shall have the right to apply to the Chief Judge of the United States District Court located in Denver, Colorado or Chicago, Illinois, for an appointment of an arbitrator. The two arbitrators appointed or selected as set forth above shall promptly appoint a third arbitrator as soon as practicable, or if they do not do so within thirty days after notice is given to the parties of the appointment of the second arbitrator, either party may apply to the Chief Judge of the United States District Court located in Denver, Colorado or Chicago, Illinois for an appointment of a third arbitrator. Any arbitration pursuant hereto shall be in accordance with the Commercial Arbitration Rules of the AAA as then in effect, except to the extent such rules are in conflict with the provisions of this Section 4(h); provided, however, if the AAA is not then functioning or such rules are not then in effect, arbitration shall be conducted in accordance with the requirements of the Uniform Arbitration Act. The arbitrators shall meet as soon as practicable after the third arbitrator is appointed. Both the foregoing agreement of the parties to arbitrate any and all claims, and the arbitratorresults, determination, finding, judgment and/or award rendered such arbitration, shall be final and binding on the parties hereto and may be specifically enforced by legal proceedings. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may, in its sole discretion, ask for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Subject to the second preceding sentence, the provisions of this Section 4(h) shall not be deemed to limit the availability to MTLM, Newe▇▇ ▇▇▇panies and the Sole Shareholder of any agreement other legal remedies for breach of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each other party's contractual obligations. Each party shall afford bear separately the othercost of their respective attorneys, or its counsel, witnesses and experts in connection with reasonable access to documents relating directly to such arbitration. The costs of the issues raised in the Notice of Arbitration. All documents produced and all copies thereof arbitrators shall be maintained as strictly confidentialborne equally by the parties. Time is of the essence of this arbitration procedure, and the arbitrators shall be used for no purpose other than the arbitration hereunder, instructed and shall be returned required to the producing party upon render their decision within ten (10) days following completion of the arbitration. There Any and all legal proceedings to compel arbitration hereunder or to enforce any award or judgment rendered thereby shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentialitygoverned by Colorado law. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration ‌ If a grievance is not settled under this sectionArticle, the Union may refer it to arbitration within thirty (30) calendar days of the Employer’s decision. All procedural matters relating The Union’s request for arbitration must be made in writing, by the thirtieth (30th) calendar day, after the Employer’s answer to the conduct last step in the grievance procedure has been served on the Union, or the grievance will be deemed to have been resolved on the basis of the Employer’s last answer and will not be arbitral. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration other than those specified below shall be discussed among counsel for final and binding upon the parties and the arbitrator. Subject to any agreement members of the partiesbargaining unit, and further that the arbitrator Union, through its designated representatives, has authority to settle any grievance at any step. The Union shall determine all procedural matters not specified herein. (a) Within 30 days after submit the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly unresolved grievance in writing to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, Arbitrator with a copy to the Additional Notice PartiesEmployer. Oral communications between any Arbitrators will be selected from a list provided by the Federal Mediation and Conciliation Service by mutual agreement. A list of seven (7) arbitrators will be requested from The Federal Mediation and Conciliation Service and the parties will alternately strike names until only one remains to serve as the arbitrator in the case referred. The first strike shall be awarded to a party based on a coin toss. The award of the Arbitrator so appointed shall be final and binding upon the parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement. Only one grievance shall be submitted to the Arbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and expenses of the Arbitrator, the Court Reporter and the transcript shall be borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to the execution date or their counsel subsequent to the expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural, but shall be deemed of the essence and any grievance shall be waived if not appealed to the next step or to arbitration within the time limits set forth herein. The parties agree that the arbitrator shall be conducted only when all accept a written statement signed by a resident or patient in lieu of their sworn testimony. Both parties or their counsel are present and participating in the conversation. shall have equal access to such written statements at least thirty (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (2030) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingarbitration date. The hearing parties agree that neither shall not exceed one business day, except for good cause showncall a resident or patient as a witness. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern Should the conduct grievance be appealed to arbitration, the Union shall, within seven (7) calendar days, request from the FMCS a panel of any arbitration under this section. All procedural matters relating seven (7) arbitrators specifying that said arbitrators be located as close to the conduct Cincinnati area as possible. Within fourteen (14) calendar days of the arbitration other than those specified below shall be discussed among counsel for receipt of the parties list of arbitrators, the College and the arbitratorUnion shall, by alternate striking of names, select an arbitrator from the list. Subject A coin toss shall determine whether the Union or the College strikes from the panel first. The arbitrator shall hold the hearing promptly and be requested to any agreement issue his/her decision within thirty (30) days after the record of the partieshearing (including briefs) is closed. In rendering a decision, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after be bound by the delivery provisions of a Notice of Arbitrationthis agreement. The arbitrator shall limit his/her decision strictly to the interpretation, each party shall afford the otherapplication, or its counselenforcement of those specific articles or sections of this agreement in question. The arbitrator's decision shall be consistent with applicable law. The arbitrator shall not have the authority to add to, with reasonable access to documents relating directly subtract from, modify, change, or alter any provision of this Agreement, nor add to, subtract from, or modify the language therein arriving at his determination on any issue presented that is proper within the limitations expressed herein. The arbitrator shall expressly confine himself/herself to the precise issues raised submitted for arbitration and shall have no authority to determine any other issues not submitted to him, or to submit observations or declarations of opinion which are not directly essential in reaching a decision on the Notice of Arbitrationissue in question. All documents produced and all copies thereof The arbitrator shall be maintained as strictly confidential, shall be used for no purpose without authority to recommend any right or relief on an alleged grievance occurring at any time other than the contract period in which such right originated or to make any award based on rights arising under any previous agreement, grievance, or practices. The arbitrator shall not establish any new or different wage rates not negotiated as part of this Agreement. The question of arbitrability of a grievance is to be determined by the arbitrator and may be raised by either party before the arbitration hereunder, and shall be returned to the producing party upon completion hearing of the arbitration. There shall be no other discovery except thatgrievance, if a reasonable need on the grounds that the matter is shown, limited depositions may be allowed in the discretion of not arbitrable or beyond the arbitrator, it being the expressed intention and agreement of each party 's jurisdiction. The first question to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to be placed before the arbitrator shall will be sent simultaneously to each party whether or its counsel, with a copy to not the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documentsalleged grievance is arbitrable. If the Opposing Party fails to respond to any of arbitrator determines the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s responsegrievance is arbitrable, the Claimant may submit to grievance will be heard on its merits before the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the same arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion decision of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding upon the Union, except as otherwise provided under the applicable Arbitration ActCollege, and judgment may the employee. Any cost involved in obtaining the list of arbitrators shall be entered upon it paid by the Union. All costs directly related to the services of the arbitrator shall be split 50/50 between the parties. Expenses of any witnesses shall be borne, if any, by the party calling the witness. The fees of the court reporter shall be paid by the party asking for one; such fees shall be split equally if both parties desire a court reporter's recording, or request a copy of any transcript. Should either party cancel a scheduled arbitration that results in accordance the assessment of any fees by the arbitrator, the party canceling the arbitration shall pay the fees of the arbitrator. If, in the event a settlement is reached prior to arbitration and the arbitration hearing is jointly cancelled, the parties shall equally share the costs associated with applicable law in such court as has jurisdiction thereofthe cancellation unless the settlement defines otherwise at which time the terms of the settlement shall determine how the fees are to be paid.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct 6.1 Within ten (10) days of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the partiesCommencement Date, the arbitrator Utilities shall determine provide the arbitrators a copy of this Section 6 and a copy of all procedural matters not specified herein. publicly available documents or portions of such documents, including those obtained from the U.S. Environmental Protection Agency or the Illinois Environmental Protection Agency, which the Utilities believe will provide the arbitrators with useful background information about the site (aor sites) Within 30 days after that is the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion subject of the arbitration. There shall If the Utilities disagree regarding which documents should be no other discovery except thatprovided to the arbitrators, if a reasonable need is shown, limited depositions each Utility may be allowed in the discretion provide whatever documents it chooses. 6.2 Within thirty (30) days (“Document Production Date”) of the arbitratorCommencement Date, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant Utility shall submit to the arbitrator other all non-privileged documents that it has regarding the site (or sites) that is the subject of the arbitration, as well as a certification—from its Vice President with responsibility for environmental affairs—stating that the Utility is providing all such documents. 6.3 Within thirty (30) days after the Document Production Date, the Utilities and the arbitrators shall have a Scheduling Conference. At this conference, the Utilities and the arbitrators shall: a) decide what, if any, additional discovery shall be conducted and establish a schedule for such discovery; b) schedule the filing of written testimony by the Utilities, a hearing for cross-examination, the filing of memoranda by the Utilities prior to oral argument, the oral argument, the filing of a brief by each Utility after the oral argument, and the provision to the Utilities by the arbitrators of the Final Cost Allocation Report (“FCAR”) which shall be binding on the Utilities; and c) decide any other issues that the Utilities and the arbitrators agree should be decided during the Scheduling Conference to facilitate the arbitration. If the Utilities disagree about any matter discussed during the Scheduling Conference, the arbitrators shall resolve such matter. The Utilities and the arbitrators shall take all steps reasonably possible to ensure that the arbitration process will be cost-effective, efficient and fair. 6.4 Notwithstanding any other provision of this Agreement, no Utility shall be required to disclose to the other Utility or to the arbitrators any communications with, or work product of, its attorneys. 6.5 The arbitrators may, in their sole discretion, communicate in writing with any Utility to inquire about any gaps in the records, or to request further information on any matter relevant to the development of an allocation, and shall provide a copy of such inquiry to the Notice other Utility. Each Utility shall use its best efforts to comply in writing with an inquiry by the arbitrators pursuant to this paragraph and shall provide a copy of Arbitrationits response to the other Utility. 6.6 The provisions of this Agreement shall govern arbitration performed pursuant to this Agreement; provided that the Center for Public Resources’ Rules for Non-Administered arbitration of Business Disputes (1990) (“CPR’s Rules”), along shall govern the procedural issues, if any, that are not addressed by this Agreement, although CPR’s Rules shall not govern any action that Edison or NI-Gas may have against CPR or any arbitrator in connection with a supporting memorandum any arbitration performed under this Agreement. In the event of any conflict between the provisions of this Agreement and any exhibits the procedural provisions of CPR’s Rules, this Agreement’s provisions shall govern. CPR’s Rules are set forth in Attachment B. 6.7 The arbitrators shall be responsible for developing the Final Cost Allocation in accordance with the procedures set forth in this Agreement. In developing the Final Cost Allocation, the arbitrators shall consider all documents, information and comments or other documents supporting evidence submitted to or solicited by the Claimarbitrators pursuant to this Agreement. (d) Within 20 days after receipt 6.8 The parties agree that notwithstanding the determination by the arbitrators in accordance with this Agreement, neither party shall be allocated less than 20% or more than 80% of the Claimant’s submission, Shared Costs in the Opposing Party shall submit to Final Cost Allocation and the arbitrator Final Cost Allocation Report. For instance, a) a memorandum supporting its position and any exhibits or other supporting documents. If determination by the Opposing Party fails to respond to any arbitrators that one party should pay only 10% of the issues raised by total Shared Costs would mean that the Claimant within 20 days of receipt of party would be allocated 20% in the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue Final Cost Allocation and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the otherFCAR, and the arbitrator, with remaining party would be allocated 80%; and b) a list and copies determination that one party should be allocated 40% of the documents upon which they may rely and/or submit as exhibits at total Shared Costs would mean that the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties party would pay 40% and the Additional Notice Parties of remaining party 60% as the date of the hearing on the issues raised by the ClaimFinal Costs Allocation. Scheduling of the hearing The arbitrators shall be within the sole discretion of the arbitrator, but informed that in no event shall the Final Cost Allocation of FCAR assign to either party less than 20% or more than 30 days after 80% of the last submission Shared Costs. 6.9 The agreement of a majority of the arbitrators shall be the judgment of the arbitrators. 6.10 The FCAR tendered by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator arbitrators shall be final and non-appealablebinding. If one Utility does not comply with the FCAR, except as otherwise provided under the applicable Arbitration Act, other Utility may have judgment entered thereon and judgment may the FCAR shall be entered upon it enforced in accordance with applicable law in such or by any court as has having jurisdiction thereof. Such judgment shall be the judgment refered to in Section 7.1 and 7.4. 6.11 The arbitrators’ sole responsibility shall be to determine an allocation of the Shared Cost for the site or sites subject to the arbitration. After a Final Cost Allocation has been determined for a site, that allocation shall binding upon the Utilities for all past or future Shared Costs for that site (incurred after the date of this Agreement or specified in Section 3) that the Utilities agree to incur, and/or for which the Utilities are legally liable. If one Utility decides that Shared Costs should be incurred at a site for which a FCAR has been issued, but the other Utility refuses to contribute to those costs, the former Utility may commence litigation against the latter Utility to establish the latter’s liability; provided, however, that if the latter Utility is found liable, the Shared Costs will be allocated among the Utilities pursuant to the FCAR. The arbitrators shall not have the right to: a) enforce an allocation; b) award damages or punitive damages; c) grant injunctive relief or specific performance; or d) require any Utility to follow a specific work plan or course of remediation for a particular site. 6.12 It is the hope and intention of the parties that common questions of fact and law will not need to be arbitrated at each site and that after one or two arbitrations the parties will be able to stipulate as to such common questions. Notwithstanding the foregoing, the doctrines of collateral estoppel and res judicata shall not be applicable to any arbitration.

Arbitration Procedure. The following procedures shall govern All differences of opinion that may arise between the conduct of any arbitration under this section. All procedural matters relating to Company and the conduct Union concerning the interpretation or application of the arbitration other than those specified below terms or provisions of this Agreement that are specifically made subject to arbitration, which have been processed and have not been satisfactorily settled through this grievance procedure within sixty (60) calendar days after the completion of Step Three, shall be discussed among counsel for submitted to arbitration in the parties manner and form hereafter provided. There shall be arbitrated only the arbitratormatters specifically made subject to arbitration in this Agreement. Subject Unless a matter has been specifically made subject to any agreement of the partiesarbitration, the arbitrator it shall determine all procedural be deemed to be excluded from arbitration by this Agreement and such matters shall not specified hereinbe submitted to or considered in arbitration. (a) Within 30 days after the delivery of a Notice of Arbitration, each Upon request by either party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in other for arbitration, the Notice of Arbitrationparties hereto shall within thirty (30) calendar days, appoint an arbitrator. All documents produced and all copies thereof The arbitrator shall be maintained as strictly confidential, shall be used for no purpose other than schedule the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved hearing as expeditiously, economically and fairly soon as reasonably practicable, and with the maximum degree of confidentialitypractical following referral. (b) All written communications regarding In the proceeding sent event that the Union and the Company cannot agree upon the neutral arbitrator, then the selection shall be referred to the Federal Mediation and Conciliation Service to nominate three (3) persons for the arbitrator. If, within thirty (30) calendar days from the receipt of the three (3) names, the parties shall fail to agree upon the arbitrator, the Company and the Union shall each challenge one (1) of the nominees, the party having first challenge to be decided by lot. The remaining nominee shall become the arbitrator whose decision shall be sent simultaneously to each party or its counselfinal and binding upon both parties. The cost, with a copy to the Additional Notice Parties. Oral communications between any if any, of the parties or their counsel neutral arbitrator and the arbitrator incidental expenses mutually agreed to in advance shall be conducted only when all parties or their counsel are present and participating in the conversationborne equally by both parties. (c) Within 20 days after selection In making an award, the arbitrator’s decision shall be governed by the express terms of this Agreement. The decision of the arbitratorarbitrator made in accordance with the provisions of this Agreement shall be final and binding on the parties, the Claimant provided that such decision shall submit to the arbitrator a copy not in any way add to, disregard, or modify any of the Notice provisions of Arbitrationthis Agreement, along with or rule on any question except the one submitted for arbitration. In addition, an arbitrator may not accept or consider any evidence that would vary or change the plain meaning of an Agreement provision that is not ambiguous on its face. These limitations on the arbitrator’s authority shall not prevent an arbitrator from interpreting a supporting memorandum and any exhibits or other documents supporting the Claimprovision of this Agreement that is ambiguous. (d) Within 20 days after receipt ▇▇▇▇▇ and Retroactivity of Awards: An arbitrator’s remedy shall be limited to the specific grievance submitted for arbitration. An arbitrator’s determination may or may not be retroactive as the equities of the Claimant’s submissionparticular case shall demand, but in any case where the determination is retroactive, the Opposing Party retroactive effect or relief shall submit be limited to 10 working days prior to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If date the Opposing Party fails to respond to any grievance is submitted at Step 1 of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the mattergrievance procedure. (e) Within 20 days after receipt If a case is withdrawn from arbitration, such withdrawal shall settle the grievance(s) and resolve any issue(s) contained therein unless the parties ex- pressly agree to a different disposition. In addition, all grievances which have been held pending the outcome or disposition of the Opposing Party’s responsewithdrawn case, the Claimant may submit to the arbitrator a reply to the Opposing Party’s responseas well as any issues contained therein, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, be considered settled and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify resolved unless the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at expressly agree to a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause showndifferent disposition. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (ih) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Federal Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures party advancing the grievance shall govern notify the conduct of any arbitration under this section. All procedural matters relating to other party and the conduct Arbitrator in writing of the arbitration other than those specified below issue to be arbitrated. The Arbitrator shall be discussed among counsel for then invite the parties to meet and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderpresent evidence, and shall render a decision within fifteen (15) days of concluding his hearing, said decision The Arbitrator may order that the matter proceed to Arbitration without compliance the grievance provisions of Section The Arbitrator may proceed to hear the matter in such manner and in such time as he deems advisable. The Arbitrator may issue a summary decision, direction or order which shall be returned binding on the parties. The Arbitrator shall, within seven (7) days of his summary decision, render his decision in writing, and at that time he may, on his own initiative, vary the summary decision made by him. The procedure outlined herein shall be subject to the producing provision of Section (8). Either party upon completion of the arbitration. There shall be no other discovery except thatmay, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. within five (b5) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submissionArbitrator's decision, then notify the arbitrator Arbitrator and the other party of its desire to have the Arbitrator reconsider his decision, such notice to be in writing and to be supported by reasons. The Arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of proceed to reconsider the matter. , and in the event that he does he shall render a decision within seven (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (207) days prior of receiving notice, provided that if he has to conduct a hearing into the hearing date scheduled by matter he shall render a decision fifteen (15) days of concluding the arbitrator each hearing. INTERPRETATION RULING Either party shall provide may, within fifteen (15) days notice to the other, and request the arbitrator, with Arbitrator to make an interpretation ruling on any question involving an interpretation of any terms of this Collective Agreement. It is agreed that such an interpretation ruling will only be initiated as a list and copies result of one of the documents upon which they may rely and/or submit as exhibits at parties disagreeing with the hearing and a list actions or stated intended actions of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided aboveother party. In such instances, the arbitrator Arbitrator shall notify invite the parties and to make submissions in support of their respective interpretations at a hearing to be held for the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the partiespurpose, and shall take place render a ruling within 50 miles thirty (30) days of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue . Such a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator ruling shall be final and non-appealable, except as otherwise provided under binding upon the applicable Arbitration Act, parties and judgment may shall not be entered subject to reconsideration. SENIORITY to be final and binding upon it in accordance with applicable law in such court as has jurisdiction thereof.the parties to this

Arbitration Procedure. The following procedures rules shall govern the conduct of any apply to an arbitration under this section. All procedural matters relating Agreement: (a) The arbitration shall be conducted before one arbitrator mutually agreed to by the Parties or if the Parties are unable to agree upon a mutually acceptable arbitrator within 15 days after a demand for arbitration has been given, either Party may apply to the conduct court pursuant to the Arbitration Act (British Columbia) for the appointment of a single arbitrator, and the provisions of the Arbitration Act (British Columbia) shall govern such appointment; (b) The venue for the arbitration other than those specified below shall be discussed among counsel for the parties venue selected by the arbitrator in Vancouver, British Columbia, unless otherwise agreed between the Parties; (c) The arbitrator shall promptly fix the time, date and place of the hearing and notify the Parties; (d) The arbitration shall be dealt with on an expeditious basis with both Parties using commercially reasonable efforts to obtain and implement a timely decision of the arbitrator. Subject to any agreement of ; (e) Where provided for in this Agreement, or the partiesParties agree, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 be instructed to impose time limits of no more than 10 days after on the delivery production of documents, filing of evidence, examination of witnesses and filing of arguments, such that a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions decision may be allowed in the discretion rendered within 45 days of appointment of the arbitrator, it being the expressed intention and agreement ; (f) All costs of each party to have the arbitration proceedings conducted shall be paid by the Parties in such amount and resolved proportions as expeditiously, economically and fairly as reasonably practicablethe arbitrator may determine, and with if the maximum degree arbitrator does not make an award of confidentiality.costs, the Parties shall bear the costs of the arbitration equally and each Party shall bear its own costs; (bg) All written communications regarding The arbitrator shall promptly transmit an executed copy of its decision to the proceeding sent to Parties and the decision of the arbitrator shall be sent simultaneously to each party or its counselfinal, with a copy to binding and conclusive upon the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown.; (h) Within 30 days after The arbitrator shall determine the conclusion Dispute in accordance with the internal laws of the hearingProvince of British Columbia and applicable Canadian federal law, the arbitrator shall issue a written decision without giving effect to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount any conflict of any damages, compensation law rules or other relief awarded.rules that might render such law inapplicable or unavailable; (i) The award rendered by Neither Party shall commence or voluntarily participate in any court action or proceeding relating to any Dispute except: (i) for enforcement of arbitral awards or orders as contemplated herein; (ii) to restrict or vacate an arbitral decision based on corruption of the arbitrator; or (iii) to seek injunctive relief if an arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofnot then been appointed.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating Union, by written notice to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. Employer received within thirty (a30) Within 30 calendar days after the delivery decision of the School Committee on the grievance, may request arbitration of any grievance which involved the interpretation and application of a Notice specific provision of Arbitrationthis Agreement, including a grievance protesting the discharge or other discipline of an employee, but only if such grievance has not been settled and has been fully processed through the grievance procedure. Any grievance shall be considered settled on the basis of the decision of the School Committee unless the Union has the right to, and does, so request arbitration thereof within such time limit. There are expressly excluded from arbitration hereunder any questions relating to arbitrability and any matters which are excluded from arbitration by law or over which jurisdiction is vested in any public agency or tribunal. Participation by the Employer in any arbitration while reserving its rights as to arbitrability shall not constitute a waiver of its right to have the issue of arbitrability determined on its merits in appropriate court proceedings after receipt of the arbitrator's award. a. If the Employer and the Union are unable to agree on the selection of any arbitrator within ten (10) calendar days after receipt by the Employer of such written request for arbitration, the Union may promptly refer the grievance to the American Arbitration Association for the selection of an arbitrator in accordance with the rules then obtaining of said Association applicable to labor arbitration. Any arbitration hereunder shall be conducted in accordance with such rules subject to the provisions of this Agreement. Unless the parties otherwise agree, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof grievance shall be maintained as strictly confidential, shall be used for no purpose other than the separately processed in any arbitration proceedings hereunder, and shall be returned to the producing party upon completion . b. The function of the arbitrationarbitrator is to determine the interpretation and application of specific provisions of this Agreement. There shall be no other discovery except thatright of arbitration to obtain, if a reasonable need is shownand no arbitrator shall have any authority or power to award or determine, limited depositions may be allowed in any change in, modification or alteration of, addition to, or detraction from, any of the discretion provisions of this Agreement. The decision of the arbitrator, it being if within the expressed intention scope of his/her power and agreement authority under this Agreement and made in accordance herewith, shall be final and binding on the parties. c. The arbitrator shall hold a hearing on the grievance, giving the parties a full opportunity to be heard, as soon as is practicable after his/her selection and shall endeavor to render his/her decision, in writing, within thirty (30) calendar days after the close of each party to have the hearing or after the filing of post-hearing briefs if such briefs are filed. The expenses of the arbitration proceedings conducted proceedings, including the fees and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection expenses of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised be borne equally by the Claimant within 20 days of receipt of Employer and the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each Union. Each party shall provide bear the other, cost of preparing and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may givepresenting its own case. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures arbitration shall govern be administered by JAMS in the conduct of any arbitration under this section. All procedural matters relating to JAMS office located in New York, New York and the conduct seat of the arbitration other than those specified below shall be discussed among counsel for the parties and the New York, New York. All Disputes shall be submitted to a single arbitrator. Subject to any agreement To the extent the Parties cannot agree on a single arbitrator within seven days of the partiesfiling of a demand for arbitration, JAMS shall appoint one. The arbitrator must agree to the arbitrator follow procedures and deadlines before accepting appointment. Disputes with an amount in controversy of less than $10,000,000 shall determine all procedural matters not specified herein.be resolved exclusively as follows: (a) Within the Parties will not conduct any discovery, including, without limitation, any document discovery or depositions; (b) 14 days from the arbitrator’s appointment, the Parties will simultaneously exchange opening briefs, limited to 14,000 words, setting forth their respective positions and specifying the relief sought, and, 14 days after service of opening briefs, will submit answering briefs, limited to 7,000 words, responding to the other Party’s brief; (c) the arbitrator may, at its discretion, request supplemental briefing on any issue, but may not hold an evidentiary hearing; and (d) the arbitrator will issue a non-reasoned final arbitration award within 30 days after of receiving answering or supplemental briefs, if such briefs requested. Failure to meet any of the delivery of a Notice of Arbitrationforegoing deadlines will not render the award invalid, each party shall afford the otherunenforceable, or its counselsubject to being vacated. The arbitrator, however, may impose appropriate sanctions and draw appropriate adverse inferences against the Party primarily responsible for the failure to meet any such deadlines. Disputes with reasonable access to documents relating directly an amount in controversy of $10,000,000 or greater shall be resolved pursuant to the JAMS Comprehensive Arbitration Rules and Procedures. For all arbitrations: (i) the arbitrator shall have exclusive jurisdiction and authority to determine all threshold and gateway issues raised in of arbitrability and jurisdiction; (ii) the Notice of Arbitration. All documents produced and all copies thereof arbitrator shall be maintained as strictly confidential, shall be used for no purpose other than enforce the arbitration hereunderparol evidence rule, and shall not have discretion to consider extrinsic evidence concerning the construction or enforcement of unambiguous contractual provisions; (iii) Seller shall be returned deemed to have waived any objection to the producing party production of privileged or work-product-protected information relating to an underlying litigation or a Patent in the arbitration; (iv) upon completion appointment, the arbitrator will issue an order requiring all proceedings and any document or information obtained or used in the proceeding to remain confidential, and the Parties shall maintain the confidential nature of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at including the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. award; and (gv) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing any final arbitration award shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofreasoned.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section1. All procedural matters relating Prior to the conduct arbitration hearing, the UC-AFT and the University shall attempt to stipulate as to the issue(s) to be arbitrated and to as many facts as possible. When possible, the parties shall inform each other who shall be witnesses at least five (5) calendar days prior to the hearing. 2. During the arbitration preceding the parties shall have an opportunity to examine and cross-examine witnesses under oath and to submit relevant evidence. The parties shall not seek to introduce new issues and allegations at the arbitration hearing which were not introduced during Step 2 of the arbitration other than those specified below Grievance Procedure, Article 24, unless they were unknown at the time and could not have been discovered with reasonable diligence. Settlement offers made during the Grievance Procedure shall be discussed among counsel for the parties and inadmissible in arbitration. 3. Upon request by either party but not upon the arbitrator. Subject to any agreement of the parties’s own motion, the arbitrator shall determine all procedural matters not specified hereinhave the authority to subpoena relevant witnesses or documents subject to the University’s ability to withhold or redact confidential or privileged material pursuant to University policy, the provisions of this contract, or state and federal law. (a) Within 30 days after 4. Either or both parties may, at their discretion, file briefs with the delivery arbitrator. The order and time limits of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof briefing shall be maintained either as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned agreed to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of by the parties or their counsel and as specified by the arbitrator shall arbitrator. Briefing time limits may be conducted only when all parties or their counsel are present and participating in extended if agreed upon by the conversationparties. (c) Within 20 days after selection 5. The parties may agree that in lieu of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided abovewritten decision, the arbitrator shall notify will rule at the parties and the Additional Notice Parties close of the date of the hearing on the issues raised by the Claimhearing. 6. Scheduling of the The arbitration hearing shall be closed unless the parties agree otherwise in writing. 7. An appeal to arbitration shall not inhibit efforts by the University and the UC-AFT to resolve the grievance. The UC-AFT shall have the authority to withdraw a grievance or enter into an agreement with the University to settle a grievance appealed to arbitration. An agreement to settle or withdraw a grievance appealed to arbitration reached between the University and the UC-AFT shall be binding on librarians. 8. The arbitrator shall consider the evidence presented and render a written decision within the sole discretion thirty (30) calendar days of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles close of the corporate headquarters record of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written arbitrator’s decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state will set forth the arbitrator’s findings and reasons thereforof fact, reasoning, and state conclusions on the nature and amount issues submitted by the parties. The arbitrator’s authority shall be limited to determining whether the University has violated arbitrable provisions of this Agreement. The arbitrator shall not have jurisdiction or authority to add to, amend, modify, nullify, or ignore in any damages, compensation or other relief awardedway the provisions of this Agreement. (i) 9. Where there is an issue of pay, benefits, or rights, if the grievance is sustained in whole or in part, the remedy shall not exceed restoring to the librarian the pay, benefits, and/or rights lost as a result of a violation of the Agreement, less any compensation from any source recognized by law as appropriate to offset such a remedy. The decision and award rendered by of the arbitrator shall be final and nonbinding upon the parties to this Agreement and the librarians in the bargaining unit. The University will not be liable for back wages or other monetary reimbursement for: a. any period of time during which an extension of time limits has been granted at the request of the UC-appealableAFT; b. any period of time between the first date the arbitrator is available for an arbitration hearing and the date of the hearing, except when the first date, as otherwise provided agreed to in Section C.4. above, is rejected by the UC-AFT, or where it is set at the request of the University under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofprovisions of Section C.5. above; and, c. Any period of time greater than thirty (30) calendar days prior to the date the grievance was filed pursuant to Article 24.

Arbitration Procedure. The following procedures shall govern Company and Reinsurer intend that any dispute between them arising under this Agreement (excluding those disputes identified in Section 7.1(a)) be resolved without resort to any litigation. Accordingly, the conduct Company and Reinsurer agree that they will negotiate diligently and in good faith to agree on a mutually satisfactory resolution of any such dispute; provided, however, that if any such dispute cannot be so resolved by them within sixty (60) days (or such longer period as the parties may agree) after commencing such negotiations, the Company and Reinsurer agree that they will submit such dispute to arbitration under this sectionin the manner specified in, and such arbitration proceeding will be conducted in accordance with, the Commercial Arbitration Rules of the American Arbitration Association. All procedural matters relating The arbitration hearing will be before a panel of three disinterested arbitrators, each of whom must be a present or former officer of a life insurance or reinsurance company familiar with the reinsurance business, or other professionals with experience in life insurance or reinsurance, provided that such professionals shall not have performed services for either party within the previous five (5) years, and provided further that no arbitrator shall be a former employee of the Company, the Reinsurer or any of their Affiliates. The Company and Reinsurer will each appoint one arbitrator by written notification to the conduct other party within thirty (30) days after the date of the arbitration other than those specified below mailing of the notification initiating the arbitration. These two arbitrators will then select the third arbitrator within sixty (60) days after the date of the mailing of the notification initiating arbitration. If either the Company or Reinsurer fails to appoint an arbitrator, or should the two arbitrators be unable to agree upon the choice of a third arbitrator, the president of the American Arbitration Association will appoint the necessary arbitrators within thirty (30) days after the request to do so. The arbitrators shall be discussed among counsel for base their decision on the parties terms and conditions of this Agreement. However, if the arbitrator. Subject to any agreement terms and conditions of this Agreement do not explicitly dispose of an issue in dispute between the parties, the arbitrator shall arbitrators may base their decision on the customs and practices of the life insurance and life reinsurance industry together with an interpretation of the law. The vote or approval of a majority of the arbitrators will decide any question considered by the arbitrators. The arbitrators will determine the place of arbitration. Each decision (including without limitation each award) of the arbitrators will be final and binding on all procedural matters not parties and will be nonappealable, except that (at the request of either the Company or Reinsurer) any award of the arbitrators may be confirmed (or, if appropriate, vacated) by a judgment entered by the court specified herein. in Section 11.4. No such award or judgment will bear interest except as provided in Section 3.2. In no event may the arbitrators award punitive or exemplary damages. Each party will be responsible for paying (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or all fees and expenses charged by its respective counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidentialaccountants, shall be used for no purpose other than the arbitration hereunderactuaries, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed representatives in the discretion of the arbitrator, it being the expressed intention conjunction with such arbitration and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any one-half of the parties or their counsel fees and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversationexpenses charged by each arbitrator. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern (a) Each of Buyer, Acquisition Sub, the conduct of any arbitration under this section. All procedural matters relating to the conduct of Company and Sellers agrees that the arbitration other than those specified procedure set forth below shall be discussed among counsel the sole and exclusive method for the parties resolving and the arbitrator. Subject to any agreement remedying claims for money damages arising out of the partiesprovisions of this Article VIII (the "DISPUTES") following the Closing; PROVIDED THAT nothing in this Section 8.7 shall prohibit a party hereto from instituting litigation to enforce any Final Determination (as defined below). The parties hereby acknowledge and agree that, except as otherwise provided in this Section 8.7 or in the Rules for Non-Administered Arbitration of Business Disputes (the "RULES") promulgated by the Center for Public Resources Institute for Dispute Resolutions (the "INSTITUTE") as in effect from time to time, the arbitrator arbitration procedures and any Final Determination hereunder shall determine all procedural matters not specified hereinbe governed by, and shall be enforced pursuant to, the United States Arbitration Act, 9 U.S.C. Section1 ET. SEQ. (ab) Within 30 In the event that any party asserts that there exists a Dispute, such party shall deliver a written notice to each other party involved therein specifying the nature of the asserted Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within ten business days after the delivery of such notice, the party delivering such notice of Dispute (the "DISPUTING PERSON") may thereafter commence arbitration hereunder by delivering to each other party involved therein a notice of arbitration (a "NOTICE OF ARBITRATION"). Such Notice of Arbitration, Arbitration shall specify the nature of any Dispute and any other matters required by the Rules as in effect from time to time to be included therein. The Arbitrator shall permit and facilitate such discovery as the party initiating such claim shall reasonably request. Buyer and Sellers shall mutually agree upon one arbitrator to resolve any Dispute pursuant to the procedures set forth in this Section 8.7 and the Rules. (c) The arbitrator selected pursuant to Section 8.7(b) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each party shall afford the other, or its counsel, with reasonable access to documents relating directly bears to the issues raised amount actually contested by such party. For example, if Buyer submits a claim for $1,000 and if Sellers contest only $500 of the amount claimed by Buyer, and if the arbitrator ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer. (d) The arbitration shall be conducted in Washington, D.C. under the Rules as in effect from time to time. The arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the "FINAL DETERMINATION") is made or rendered as soon as practicable, but in no event later than 90 business days after the delivery of the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other Arbitration nor later than the arbitration hereunder, and shall be returned to the producing party upon 10 days following completion of the arbitration. There The Final Determination shall be final and binding on all parties and there shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion appeal from or reexamination of the arbitratorFinal Determination, it being except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the expressed intention rights of any party and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the mattercorrect manifest clerical errors. (e) Within 20 days after receipt Buyer, Acquisition Sub, the Company or Sellers may enforce any Final Determination in any state or federal court of competent jurisdiction. For the purpose of any action or proceeding instituted with respect to any Final Determination, each party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount venue of any damages, compensation such action or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it proceeding brought in accordance with applicable law in any such court as and any claim that any such action or proceeding brought in any court has jurisdiction thereofbeen brought in an inconvenient forum.

Arbitration Procedure. The If a Party is entitled under Section 15.4 to commence proceedings to have a Dispute finally resolved by arbitration, such Party may submit the Dispute to arbitration in accordance with the following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein.principles: (a) Within 30 days after arbitration proceedings shall be commenced by the delivery Party desiring arbitration (the "Initiating Party") delivering, within the time and in the manner contemplated by this Agreement, notice of such election to have such matter or question determined by arbitration (the "Arbitration Notice") to the other Party(ies) to the Dispute (the "Responding Parties") as well as, in the case of a Notice of ArbitrationDispute between two Parties, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality.third Party; (b) All written communications regarding within 10 Business Days following the proceeding sent delivery of the Arbitration Notice, the Initiating Party and the Responding Parties shall meet and attempt to appoint a sole arbitrator. If the Initiating Party and the Responding Parties do not so meet or are unable to agree on a sole arbitrator within such 10 Business Days period then, upon not less than 10 Business Days further notice given by either the Initiating Party or the Responding Parties to the arbitrator shall be sent simultaneously other, such Person may apply to each party or its counsel, with a copy court of competent jurisdiction pursuant to the Additional Notice PartiesArbitration Act (Alberta) (the "Arbitration Court") to appoint the sole arbitrator. Oral communications between The provisions of such enactment shall apply to any of such application to the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation.Arbitration Court; (c) Within 20 days after selection of the arbitratorsole arbitrator selected to act hereunder shall be qualified by education, training and experience to pass upon the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits particular question or other documents supporting the Claim.questions in dispute; (d) Within 20 days after receipt the compensation and expenses of the Claimant’s submission, the Opposing Party shall submit to the sole arbitrator a memorandum supporting its position and any exhibits expert (including legal counsel) or other supporting documents. If the Opposing Party fails to respond to any of the issues raised consultant appointed or retained by the Claimant within 20 days of receipt of sole arbitrator shall be allocated between the Claimant’s submission, then Parties as determined by the sole arbitrator may find for or the Claimant on any such issue and bar any subsequent consideration of the matter.Arbitration Court; (e) Within 20 days after receipt of the Opposing Party’s response, sole arbitrator appointed shall proceed immediately to hear and determine the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, question or notification that no reply is forthcoming.questions in dispute; (f) No later than twenty the decision of the sole arbitrator and reasons therefor (20the "Award") days prior shall be drawn up in writing and signed by the sole arbitrator and shall be made and delivered by the sole arbitrator to all Parties within 20 Business Days after the appointment of the sole arbitrator (or such other longer period as may be agreed to among the Initiating Party, the Responding Parties and the sole arbitrator, in their respective sole discretions) and, in the event that the Award is not made within such time period, either the Initiating Party or the Responding Parties may elect to terminate the arbitration (except where the sole arbitrator has successfully applied to the hearing date scheduled by Arbitration Court for an extension in the time within which the sole arbitrator each party shall provide is required to make the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give.Award); and (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator Award shall be final and non-appealable, except binding upon the Initiating Party or the Responding Parties as otherwise provided under to the applicable Arbitration Act, question or questions so submitted to arbitration and judgment may the Initiating Party and the Responding Parties shall be entered upon it in accordance bound by the Award and comply with applicable law in such court as has jurisdiction the terms and provisions thereof.

Arbitration Procedure. Where a grievance is to be referred to arbitration, the following procedure shall apply: The following procedures shall govern party referring the conduct grievance shall, within thirty (30) working days of any arbitration under this section. All procedural matters relating the failure of the parties to reach a satisfactory settlement at Step or Step if utilized, give notice to the conduct other party indicating that it intends to refer the matter to arbitration, giving the name and address of its appointee to the arbitration board. Within five working days after receipt of such notice, the other party shall respond by indicating the name and address of its appointee to the arbitration board. The two appointees so selected shall, within five working days after receipt of notice of the arbitration other than those specified below appointment of the second of them, appoint a third person who shall be discussed among counsel the Chairman of the Arbitration Board. If the recipient of the notice fails to name an appointee, or if the two appointees fail to agree upon a Chairman within the time limit, the appointment may be made by the Minister of Labour of the Province of Manitoba upon request of either party. Where the party initiating the arbitration proceedings wishes to request the arbitration Where the party who receives the notice accepts the request for a single arbitrator the parties and will attempt to reach agreement on the arbitratorselection of a single arbitration within ten (10) working days. Subject Where the party who receives the notice rejects the request for a single arbitrator or where the parties have failed to any reach agreement on the selection of the partiesa single arbitrator within ten working days, the party initiating the arbitration proceedings may submit the name of its appointee to the board in accordance with sub-section (a) within ten working days. Where the parties have agreed to a single arbitrator, the single arbitrator shall determine all procedural matters not specified herein.be considered to be an Arbitration Board for purposes of this article. The Arbitration Board is to be governed by the following provisions: (a) Within 30 days after The Arbitration Board shall hear and determine the delivery subject of the grievance and shall issue a decision which is final and binding upon the parties and upon any employee affected by it. The Arbitration Board shall expressly confine itself to the subject of the grievance, and it shall have no authority to make a decision recommendationon any other subject matter. The decision of a Notice of Arbitration, each party shall afford majority is the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion decision of the arbitration. There shall be no other discovery except thatArbitration Board but, if a reasonable need there is shownno majority, limited depositions may be allowed in the discretion decision of the arbitrator, it being Chairman governs. Each of the expressed intention parties shall pay one-half of the remuneration and agreement expenses of each party the Chairman of the Board. The Board shall not have power to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party alter or its counsel, with a copy to the Additional Notice Parties. Oral communications between amend any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversationprovisions of this Agreement. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures ‌ 13:01 When a party desires that a grievance be submitted to arbitration, that party shall govern notify the conduct other party of any its desire to submit the matter to arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. within fourteen (a14) Within 30 calendar days after the delivery date the decision at Step 2 of the grievance procedure was or should have been given. The matter is to be submitted to a Notice single arbitrator to be chosen in rotation from a panel consisting of: 13:02 If any individual of Arbitrationthe above panel, each party shall afford the other, having been requested in his or its counsel, with reasonable access her turn to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained act as strictly confidentialarbitrator, shall be used for no purpose other than unable or unwilling to act, he or she shall not again be requested to act as arbitrator on any arbitration until his or her name comes up again on the regular rotation of the panel. 13:03 The arbitrator may determine his or her own procedure but shall give full opportunity to the parties to present evidence and to make representations. 13:04 In any arbitration hereunderthe written representations of the aggrieved employee at Step 1 of the grievance procedure (or, and in the case of a policy grievance, the written representations of the Union or the Company at Step 1) shall be returned presented to the producing party upon completion arbitrator and the award of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy confined to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the issues therein set out. 13:05 The arbitrator shall be conducted only when all parties not have any jurisdiction to alter, modify, amend or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond add to any of the issues raised by provisions of this Agreement, nor to substitute any new provisions in lieu thereof nor to make any decisions inconsistent with the Claimant provisions hereof. The arbitrator shall have the authority, within 20 days the above limitations, to dispose of receipt grievances in such manner as he may deem just and reasonable in the circumstances. 13:06 The findings and decision of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator all arbitrable questions shall be final and nonbinding upon all parties concerned. 13:07 The Company and the Union shall each pay one-appealablehalf (½) of the fees and expenses of the arbitrator. 13:08 No grievance shall be submitted to arbitration which has not been properly carried through all the requisite steps of the grievance procedure. 13:09 The time limits set out in the grievance procedure (Article 12) and the arbitration provisions (Article 13) are mandatory and may only be extended or waived by mutual agreement in writing between the Company and the Union. Any grievance not submitted within the time limits nor advanced by the grieving party within any of the time limits specified in Article 12 or Article 13, except as otherwise provided under including reference to arbitration, shall be deemed to have been abandoned and settled on the applicable Arbitration Act, basis of the reply to the grievance and judgment may further recourse to the grievance procedure or to arbitration shall be entered upon it in accordance with applicable law in such court as has jurisdiction thereofforfeited.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is showndemonstrated to the arbitrator or agreed to by the parties, limited depositions the parties may each be allowed in the discretion to take a single deposition of the arbitratorno longer than five hours, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 60 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (ih) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the by applicable Arbitration Actlaw, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days of the service after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s 's submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of after receipt of the Claimant’s 's submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s 's response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s 's response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last latest submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (hg) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “"Final Determination”"). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s 's findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures party advancing the grievance shall govern notify the conduct of any arbitration under this section. All procedural matters relating to other party and the conduct Arbitrator in writing of the arbitration other than those specified below issue to be arbitrated. The Arbitrator shall be discussed among counsel for then invite the parties to meet and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderpresent evidence, and shall render a decision within fifteen (15) days of concluding his hearing, said decision to be returned final and upon the Parties to this Agreement, subject to the producing party provisions of- Section If, upon completion application by either party, it appears to the Arbitrator that the circumstances surrounding the grievance are of such urgency or seriousness as to justify in a manner, then: The Arbitrator may order that the arbitrationmatter proceed to arbitration without compliance with the grievance provisions of Section (a). There The Arbitrator may proceed to hear the matter in such manner and in such time as he deems advisable. Arbitrator may issue a summary decision, direction or order which shall binding on the parties. The Arbitrator shall, within seven (7) days of his summary decision, render his in writing, and at that time he may, on his own initiative, vary the summary decision made by him. The procedure outlined herein shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent subject to the arbitrator shall be sent simultaneously to each provision of Section Either party or its counselmay, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 five days of receipt of the Claimant’s submissionArbitrator's decision, then notify the arbitrator Arbitrator and the other party of its desire to have the Arbitrator reconsider his decision, such notice to be in writing and to be supported by reasons. The Arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of proceed to reconsider the matter. , and in the event that he does he shall render a decision within seven (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (207) days prior of receiving notice, provided that if he has to conduct a hearing into the hearing date scheduled by matter he shall render a decision within fifteen days of 'concluding the arbitrator each hearing. Interpretation Ruling Either party shall provide may, within fif- teen (15) days notice to the other, and request the arbitrator, with Arbitrator to make an interpretation ruling on any question involving an interpretation of any terms of this Collective Agreement. It is agreed that such an interpretation ruling will only be initiated as a list and copies result of one of the documents upon which they may rely and/or submit as exhibits at parties disagreeing with the hearing and a list actions or stated intended actions of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided aboveother party. In such instances, the arbitrator Arbitrator shall notify invite the parties and to make submissions in support of their respective interpretations at a hearing to be held for the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the partiespurpose, and shall take place render a ruling within 50 miles thirty (30) days of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue . Such a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator ruling shall be final and non-appealable, except as otherwise provided under binding upon the applicable Arbitration Act, parties and judgment may shall not be entered upon it in accordance with applicable law in such court as has jurisdiction thereofsubject to reconsideration.

Arbitration Procedure. The following procedures shall govern Where a difference arises between the conduct of any arbitration under this section. All procedural matters parties hereto relating to the conduct interpretation or application of this Agreement, including any question as to whether the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the partiesmatter is or where an allegation is made that this Agreement has been violated, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any either of the parties may within five calendar days of exhausting the grievance procedure established in Article of this Agreement, notify the other party in writing of its desire to submit the difference or their counsel allegation to arbitration, and the arbitrator said notice shall contain the first party's appointee to the Arbitration Board. The recipient of the notice shall within five calendar days advise the other party of the name of its appointee to the Arbitration Board. The two appointees so selected shall within five calendar days of the appointment of the second of them select a third member to the Arbitration Board who shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documentsChairman thereof. If the Opposing Party two appointees are unable to agree upon the third appointee within two weeks, or when the party receiving the notice fails to respond to any appoint a member of the issues raised by Arbitration Board, either party may request the Claimant within 20 days Chief Justice of receipt Court of Queen's Bench or if for any reason he is unable to act, any Justice of Court of Queen's Bench, to make the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, appointment or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingappointments. The hearing Arbitration Board shall not exceed one business day, except for good cause shown. (h) Within 30 days after then hear and determine the conclusion of the hearing, the arbitrator difference or allegation and shall issue a written decision, which decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding upon the parties and upon any employee affected by it, except as otherwise provided and every party bound by the Agreement and every person on whose behalf the Agreement was entered into, shall comply with the provisions of final settlement contained in the Agreement and shall all his other obligations under the applicable Agreement. The decision of the majority shall be the decision of the Arbitration ActBoard, but if there is no majority, the decision of the Chairman shall be the decision of the Board. The Board of Arbitration shall not have jurisdiction to set provisions of a new Agreement, nor to make any decision inconsistent with the provisions of this Agreement, nor by its decisions to change wholly or in part any provision of this Agreement. Each of the parties hereto will bear the expense of the Arbitrator appointed by it or for it, and judgment may the parties will jointly bear the expense of the Chairman of the Arbitration Board. Proceedings of the Arbitration Board will be entered upon it in accordance with applicable law in such court as has jurisdiction thereofexpedited by the parties thereto.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this sectionarbitration. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitratorarbitrators. Subject to any agreement of the parties, the arbitrator arbitrators shall determine all procedural matters not specified herein. . Within thirty (a30) Within 30 calendar days after of the delivery service of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration; provided, however, no party shall have an obligation hereunder to keep confidential any matter if and to the extent disclosure thereof is required by applicable law, regulation, court order, fiduciary duty, existing contractual obligation, or accounting rule or custom, as determined by legal counsel or accountants to such party, as applicable. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitratordiscovery, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) . All written communications regarding the proceeding sent to the arbitrator arbitrators shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator arbitrators shall be conducted only when all parties or their counsel are present and participating in the conversation. . Within twenty (c20) Within 20 calendar days after of selection of the third arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. claim. Within twenty (d20) Within 20 calendar days after of receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator arbitrators a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 Within twenty (20) calendar days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the this Opposing Party’s response, the Claimant may submit to the arbitrator arbitrators a reply to the Opposing Party’s response, or notification that no reply is forthcoming. . _______ _______ Executive Company Within ten (f10) No later than twenty (20) calendar days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last latest submission as provided above, the arbitrator arbitrators shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claimclaim. Scheduling of the hearing shall be within the sole discretion of the arbitratorarbitrators, but in no event more than 30 thirty (30) calendar days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator in Las Vegas, Nevada, or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one (1) business day, except for good cause shown. . Within thirty (h30) Within 30 calendar days after of the conclusion of the hearing, the arbitrator arbitrators shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s arbitrators’ findings and reasons therefortherefore, and state the nature and amount of any damages, compensation or other relief awarded. (i) . The award rendered by the arbitrator arbitrators shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, appealable and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof. In connection with each arbitration hereunder, the arbitrators shall be bound by the terms of the applicable contracts and the applicable law in making their determinations and shall have no power to vary from the same. In addition, if the issues being arbitrated include issues of law, the parties agree that the arbitrators shall be lawyers.

Arbitration Procedure. The following procedures shall govern the conduct of any arbitration under this sectionarbitration. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitratorarbitrators. Subject to any agreement of the parties, the arbitrator arbitrators shall determine all procedural matters not specified herein. . Within thirty (a30) Within 30 calendar days after of the delivery service of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration; provided, however, no party shall have an obligation hereunder to keep confidential any matter if and to the extent disclosure thereof is required by applicable law, regulation, court order, fiduciary duty, existing contractual obligation, or accounting rule or custom, as determined by legal counsel or accountants to such party, as applicable. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitratordiscovery, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) . All written communications regarding the proceeding sent to the arbitrator arbitrators shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator arbitrators shall be conducted only when all parties or their counsel are present and participating in the conversation. . Within twenty (c20) Within 20 calendar days after of selection of the third arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. claim. Within twenty (d20) Within 20 calendar days after of receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator arbitrators a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 Within twenty (20) calendar days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the this Opposing Party’s response, the Claimant may submit to the arbitrator arbitrators a reply to the Opposing Party’s response, or notification that no reply is forthcoming. . Within ten (f10) No later than twenty (20) calendar days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last latest submission as provided above, the arbitrator arbitrators shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claimclaim. Scheduling of the hearing shall be within the sole discretion of the arbitratorarbitrators, but in no event more than 30 thirty (30) calendar days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator in Las Vegas, Nevada, or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one (1) business day, except for good cause shown. . Within thirty (h30) Within 30 calendar days after of the conclusion of the hearing, the arbitrator arbitrators shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s arbitrators’ findings and reasons therefortherefore, and state the nature and amount of any damages, compensation or other relief awarded. (i) . The award rendered by the arbitrator arbitrators shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, appealable and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof. In connection with each arbitration hereunder, the arbitrators shall be bound by the terms of the applicable contracts and the applicable law in making their determinations and shall have no power to vary from the same. In addition, if the issues being arbitrated include issues of law, the parties agree that the arbitrators shall be lawyers.

Arbitration Procedure. The following procedures In the event that Buyer shall govern the conduct fail to comply with its material obligations under (x) Section 2.3 of any arbitration under this section. All procedural matters relating to the conduct Agreement, or (y) Sections 3 and 4 of the Registration Rights Agreement, in each case within the time periods specified therein, Sellers' Representative may give written notice to Buyer describing such failure to comply in reasonable specificity and demanding that such failure be remedied. If Buyer shall not remedy such failure within ten (10) days after receipt of such notice, Sellers' Representative may notify Buyer in writing of Sellers' Representative's election to submit to arbitration other than those specified below as provided in this paragraph the matter of Buyer's alleged failure to comply with its material obligations under such Section or Sections. At the time of such notice by Sellers' Representative, Sellers' Representative shall advise Buyer of the arbitrator selected by Sellers' Representative. Within fifteen (15) days after Sellers' Representative notifies Buyer of such election, Buyer shall select an arbitrator on its behalf, and give notice to Sellers' Representative of such selection. Each arbitrator shall be discussed among counsel for the parties and the a disinterested party. If within fifteen (15) days after Sellers' Representative notifies Buyer of his election to arbitrate such dispute Buyer shall have failed to select an arbitrator. Subject to any agreement of the parties, the second arbitrator shall determine all procedural matters not specified herein. be selected by the American Arbitration Association, upon the application of Sellers' Representative. A third arbitrator shall be selected by the American Arbitration Association. The parties shall instruct the arbitrators that (ai) Within 30 the arbitrators shall schedule hearings so that within thirty (30) days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the third arbitrator, the Claimant Sellers' Representative and Buyer shall submit to the arbitrator a copy arbitrators all materials that they deem relevant to the determination of the Notice of Arbitration, along with a supporting memorandum matter in dispute and any exhibits or other documents supporting (ii) the Claim. arbitrators shall render their written decision and award to each party within forty-five (d45) Within 20 days after receipt the appointment of the Claimant’s submissionthird arbitrator, and such decision shall be accompanied by a written statement of the Opposing Party reasons for the decision. In no event shall submit the arbitrators have any power to the arbitrator a memorandum supporting its position and any exhibits vary or other supporting documents. If the Opposing Party fails to respond to modify any of the issues raised by provisions of this Agreement. To the Claimant within 20 days extent not inconsistent with the provisions of receipt this Agreement, the arbitration shall be conducted in accordance with the rules and procedures of the Claimant’s submissionAmerican Arbitration Association, then with the arbitrator may find for understanding that the Claimant on any such issue and bar any subsequent consideration parties intend to conclude the arbitration as rapidly as possible. The decision of the matter. (e) Within 20 days after receipt majority of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place arbitrators so selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealablebinding upon both Sellers and Buyer as to the matters determined. Unless the majority of the arbitrators decide otherwise, except as otherwise provided under the applicable Arbitration Actexpenses of the arbitrator selected by each party shall be borne by the party selecting such arbitrator, and judgment may the expenses of the third arbitrator shall be entered upon it borne by both parties equally. Subject to the second preceding sentence, the provisions of this Article XI shall not be deemed to limit the availability to Sellers or Buyer of any other legal remedies for breach of the other party's contractual obligations. In no event shall Sellers have the right to require arbitration under this Section 11.1 of a determination of Combined Revenue or the amount of the Company's and its Subsidiary's Net Worth as of the Closing Date, which determinations shall be made in accordance with applicable law in such court as has jurisdiction thereofSection 2.5 or Section 3.6, respectively.

Arbitration Procedure. The following procedures When either ▇▇▇▇▇ to this Agreement demands that a grievance be submitted for Arbitration, they shall govern the conduct of any arbitration under this section. All procedural matters relating make such a demand in writing addressed to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject Party to any agreement of the parties, the arbitrator shall determine all procedural matters not specified hereinthis Agreement. (a) Within 30 days after The arbitration procedure incorporated in this Agreement shall be based on the delivery use of a Notice single Arbitrator selected on a rotating basis from a panel of Arbitrationfour (4) Arbitrators set out below or a Board of Arbitration as set out in Article ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ After selection of the Arbitrator from the above noted rotation, the parties, by mutual agreement, may elect to request the Arbitrator "mediate" the dispute in an effort to avoid an arbitration hearing. It is agreed that if the parties are unable to mediate a resolution, then the Mediator will assume the role of Arbitrator and a hearing will be scheduled. The parties by mutual agreement, may agree to establish a Board of Arbitration in respect of any grievance submitted for arbitration. In such a case the parties shall each party shall afford the other, or its counsel, with reasonable access to documents relating directly appoint a nominee to the issues raised Board of Arbitrators and the Chairpersonof the Board of Arbitration will be one of the Arbitrators set out in Article (a). However, should either party fail to nominate an arbitrator as herein required, the Notice Minister of Labour for the Provinceof Ontario shall have power to effect such appointment upon application thereto by party invoking Arbitration Procedure. The provisions of Article XI apply to a Board of Arbitration. All documents produced No person may be appointed as an arbitrator who has been involved in an attempt to negotiate or settle the grievance. No matter may be submittedto arbitration which has not been properly carried through all requisite steps of the Grievance Procedure. The Arbitration Board shall not be authorized to make any decision inconsistent with the provisionsof this Agreement nor to alter, modify, add to or amend any part of this Agreement. The proceedingsof the Arbitration Board will be expedited by the parties hereto and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunderdecision of the majority, and shall be returned to where there is no majority, the producing party upon completion decision of the arbitrationChairperson be and binding upon the parties hereto and the employee or employees concerned. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any Each of the parties or their counsel hereto will bear the expense of the arbitrator appointed by it and the arbitrator shall be conducted only when all parties or their counsel are present and participating in will jointly bear the conversation. (c) Within 20 days after selection expenses, if any, of the arbitrator, the Claimant shall submit to the arbitrator a copy Chairperson of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearingArbitration Board. The hearing shall not exceed one business day, except party demanding arbitrationshall be responsible for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision informing any third party likely to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.adversely affected:

Arbitration Procedure. The following procedures shall govern In the conduct event of any the failure of the parties to settle a grievance by means of the grievance procedure stated in Article within ten days of , the date upon which the written reply referred to in Article is received from the Executive Director/Administrator, the matter may then be referred to arbitration under this sectionas hereinafter set forth. All procedural matters relating If mutual agreement is not reached by both. parties to choose a single Arbitrator within ten (IO) days from the time that the matter is referred to arbitration as defined in above, then the procedure stated below will be followed. Either party may submit the matter in dispute to a Board of Arbitration by giving notice to the conduct other party within a further seven days and by appointing in that notice one member of the arbitration intended, Board of Arbitration. The other than those specified below shall be discussed among counsel for party to the parties and the arbitrator. Subject to any agreement of the partiesdispute shall, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 within seven days after the delivery receipt of such notice, also appoint a Notice of Arbitrationmember and the two members thus appointed shall, each within ten days thereafter, select a third member who shall be Chairperson. Should either party shall afford the otherfail to appoint an Arbitrator as herein provided, or its counsel, with reasonable access if any Arbitrator thus appointed should fail or be unable to documents relating directly to the issues raised serve and . another Arbitrator not be appointed in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised her/his place by the Claimant within 20 days of receipt of party who made the Claimant’s submissionoriginal appointment, then the arbitrator other party to the dispute may find request the Minister of Labour for Manitoba to select a substitute. Should the Claimant on any such issue and bar any subsequent consideration two appointed arbitrators fail within ten days to agree upon a two arbitrators shall forward a request to the Minister of Labour for Manitoba to select a Chairperson, It is mutually agreed by both parties to this Collective that the decision of the matter. (e) Within 20 days after receipt Arbitrator, or the decision of the Opposing Party’s response, Chairperson in the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies absence of the documents upon which they may rely and/or submit as exhibits at the hearing and a list majority decision of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator Arbitration Board shall be final and nonbinding upon the Employer, the Union and the nurse(s) concerned; however, the Arbitrator or the Arbitration Board shall not be to any decisions inconsistent with the provisions in this Collective Agreement. The Board of Arbitration shall determine its own procedure but shall give full opportunity to all parties to present evidence and make representations. In the event of a grievance alleging unjust layoff, suspension or discharge being referred to arbitration, the Arbitrator or Board of Arbitration shall be to rule whether or not the nurse(s) concerned shall be reinstated and, in the event’ of reinstatement, shall also be to make an award in terms of compensation for regular salary lost or a reasonable alternate award, however, any monetary award shall not exceed the difference between salary lost and any wages that may have been earned from employment with another employer during the period of the layoff, suspension or discharge. Any costs incurred by either of the parties hereto, preceding or during arbitration proceedings, shall be borne by the respective parties incurring such costs, but the costs of the Arbitrator or of the Chairperson of the Arbitration Board shall be borne by the parties hereto in equal shares. For the purposes of determining lengths of time in the foregoing procedure, Saturdays, Sundays and Holidays are excluded. Nothing in this Collective Agreement shall preclude a nurse or the Union committee and the Employer from mutually agreeing to settle a dispute by means other those described in the grievance and arbitration procedures or to extend any of the stipulated time limits. Nurses whose attendance is required at arbitration hearings related to the Agreement shall be given permission to be absent from work and shall not suffer any loss of salary as a result. Seventy-appealableseven and one-half hours shall constitute a bi- weekly period of work, except as otherwise provided under the applicable Arbitration Actexcluding meal periods, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereofbut including rest periods.

Arbitration Procedure. The following procedures shall govern Failing settlement under the conduct foregoing procedure of any arbitration under this section. All procedural matters relating to grievance between the conduct parties arising from the interpretation, application, administration or alleged violation of the Agreement, including any question as to whether a matter is arbitrable, such grievance may be submitted to arbitration other than those specified below shall be discussed among counsel as hereinafter provided. If no written request for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 arbitration is received within days after the delivery of decision under Step is given, the grievance shall be deemed to have been abandoned. When either party requests that any matter be submitted to arbitration as provided in the foregoing paragraphs, it shall make such request in writing addressed to the other party to this Agreement and shall at the same time appoint a Notice of Arbitrationnominee. Within ten (10) days thereafter, each the other party shall afford appoint his nominee and the other, or its counsel, with reasonable access two nominees shall agree upon a third person to documents relating directly to act as Chairman of the issues raised in the Notice Board of Arbitration. All documents produced and all copies thereof if the two nominees are unable to agree upon a third person within ten days after the appointment of second nominee, then a third person shall be maintained appointed by the Minister of Labour upon the request of either party. No matter may be submitted to arbitration which has not been properly carried through all requisite steps of the grievance procedure within the time limits herein set out. No person may be appointed as strictly confidentiala nominee or arbitrator who has been involved in an attempt to negotiate or settle the grievance. Each of the parties hereto will bear the expense of the nominee appointed by it and the parties will share equally the expenses, if any, of the Chairman of the Arbitration Board. The proceedings of the Arbitration Board will be expedited by the parties hereto and the decisions of the majority and, where there is no majority, the decision of the Chairman will be final and binding upon the parties hereto and the employee or employees concerned. The Arbitration Board shall not be used for no purpose other than authorized to make a decision inconsistent with the arbitration hereunderprovisions of this Agreement nor to alter, modify, add to or amend any part of this Agreement. Nothing in the Agreement shall prevent the parties hereto from agreeing on a single arbitrator to hear and shall decide any matter which may properly be returned referred to arbitration. If the parties agree to the producing party upon completion use of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the single arbitrator, it being then the expressed intention and agreement costs of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the such arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission shared equally by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. The following procedures If the or the Union requests that a grievance as provided in Article I6 be submitted to Arbitration, it shall govern the conduct of any arbitration under this section. All procedural matters relating make such request in writing addressed to the conduct other party, and at the same time an Arbitrator. Within five working days thereafter shall nominate an Arbitrator and notify the other party. Arbitrators so nominated shall, within fifteen working days of the arbitration other than those specified below shall nomination of the latter of them, attempt select by agreement a third person to be discussed among counsel a member and Chairperson of the Arbitration Board. If they are unable to agree on such a Chairperson, they may then request the Minister of Labour for the parties and Province to appoint a Chairperson. In the arbitrator. Subject event ofdefault by either party in nominating its representative to any agreement of the partiesArbitration Board, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each other party shall afford the other, or its counsel, with reasonable access to documents relating directly may apply to the issues raised in Minister of Labour for the Notice Province of ArbitrationOntario who shall have power to effect such appointment. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions No person may be allowed appointed as an Arbitrator who has been involved in an attempt to negotiate or settle the discretion of the arbitratorgrievance. The Arbitration Board shall not have jurisdiction to alter, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiouslymodify, economically and fairly as reasonably practicableamend, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party add or its counsel, with a copy to the Additional Notice Parties. Oral communications between delete any of the provisions of this Agreement, or to substitute any new provision in lieu thereof, nor to give any decision inconsistent with the terms and provisions of this Agreement. No matter may be submitted to Arbitration which has not been properly carried through the Grievance Procedures, except that the parties by mutual written consent, may extend the time limits fixed in both the Grievance and Arbitration Procedures. No adjustment effected under the Grievance Procedure or their counsel and the arbitrator Arbitration Procedure shall be conducted only when all parties made retroactive seven days before the complaint was discussed with the Supervisor or their counsel are present and participating in as lodged by the conversation. (c) Within 20 days after selection Employer or Union under Section of Article The written decision of the arbitrator, the Claimant shall submit to the arbitrator a copy majority of the Notice of Arbitration, along with a supporting memorandum Arbitration Board will be final and any exhibits or other documents supporting binding upon the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the otherparties hereto, and the arbitrator, with a list and copies members. Each of the documents upon which they may rely and/or submit as exhibits at parties hereto will bear the hearing fees and a list expenses of the witnesses they may present, with a reasonably detailed summary Arbitrator appointed by and the parties will jointly bear the and expenses of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties Chairperson of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shownArbitration Board. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

Arbitration Procedure. ‌ If the grievance is not resolved on the basis of the foregoing, the Union may submit the issue to expedited arbitration by notifying the other party of its intention to pursue the grievance to arbitration by so notifying the other party within thirty (30) calendar days of the Union's receipt of the written response per the preceding step. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be final and binding upon the members of the bargaining unit, and further that the Union, through its designated representatives, has authority to settle any grievance at any step. By mutual consent, the Union and the Employer may select a permanent Arbitrator or panel of Arbitrators who shall arbitrate grievances. The following procedures Union shall govern submit the conduct of any arbitration under this section. All procedural matters relating unresolved grievance in writing to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, Arbitrator with a copy to Employer. The Arbitrator may consider and decide only the Additional Notice Parties. Oral communications between any particular grievance presented to him in a written stipulation by the Employer and the Union, and his decision shall be based solely upon an interpretation of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection provisions of this Agreement. The award of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator Arbitrator so appointed shall be final and non-appealablebinding upon the parties. The Arbitrator shall have no authority to alter, except amend, add to, subtract from or otherwise modify or change the terms and conditions of this Agreement. Only one grievance shall be submitted to the Arbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and expenses of the Arbitrator, the Court Reporter and the transcript shall be borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to the execution date or subsequent to the expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as otherwise provided under merely procedural, but shall be deemed of the applicable Arbitration Act, essence and judgment may any grievance shall be entered upon it waived if not appealed to the next step or to arbitration within the time limits set forth herein. The parties agree that the arbitrator shall accept a written statement signed by a resident or patient in accordance with applicable law in such court lieu of their sworn testimony. The parties agree that neither shall call a resident or patient as has jurisdiction thereofa witness.