Common use of Arbitration Clause in Contracts

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out (i) At the request of or in connection with this Agreement or a Party, the breach or validity thereof (a “Dispute”) arbitrator shall first be resolved through good faith negotiation by have the parties, with the claiming party providing written notice discretion to order depositions of the Dispute (the “Notice of Dispute”) witnesses to the other party, which notice extent the arbitrator deems such discovery relevant and appropriate. Depositions shall describe in sufficient detail the nature be limited to a maximum of the Dispute. If the Dispute is not resolved between the parties three (3) per Party and shall be held within thirty (30) Business Days after days of the claiming party delivers the Notice making of Dispute (provided that such thirty (30)-Business Day period a request. Additional depositions may be extended upon agreement scheduled only with the permission of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunalarbitrator, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure Each deposition shall be limited to comply with any time period set out in this Section 13 a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall not affect in any way also have discretion to order the jurisdiction of Parties to exchange relevant documents. The arbitrator shall also have discretion to order the tribunal or the validity of its awardParties to answer interrogatories, upon good cause shown. (dii) Any request for production of documents or other information is subject to the express authorization of the tribunalThe arbitrator, which once chosen, shall endeavor to ensure that consider any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 transaction tapes or any similar provisionother evidence which the arbitrator deems necessary, as presented by each Party. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of In deciding the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Agreement will be binding on the arbitrator. The arbitrator will deliver his or her decision in writing within 30 days after the conclusion of the Arbitration hearing. The arbitrator shall specify the basis for his or her decision, the basis for the damages award and a breakdown of the damages awarded, and the basis of any other remedy. Except as provided in the Federal Arbitration Act, the decision of the arbitrator will be binding on and non-appealable by the Parties. Each Party agrees that any arbitration award against it may be enforced in any court of competent jurisdiction and that any Party may authorize any such court to enter judgment on the arbitrator’s decision. (iii) The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages. (iv) Any expenses incurred in connection with hiring the arbitrators and performing the Arbitration shall be shared and paid equally between the Parties. Each Party shall bear and pay its own expenses incurred by each in connection with the Arbitration, unless otherwise included in a solution chosen by the Arbitration panel. In the event either Party must file a court action to enforce an arbitration award under this Article, the prevailing Party shall be entitled to recover its court costs and reasonable attorney fees. (v) In the event the Parties choose to litigate any matter hereunder, the Parties hereby waive the right to jury trial. (vi) Except as may be required by Applicable Law, the existence, contents or results of any Arbitration hereunder may not be disclosed by a Party or the arbitrator without the prior written consent of both Parties.

Arbitration. Any controversy Except where otherwise provided for in the Contract, all questions and disputes relating to the meaning of the specifications, designs, drawings and instructions herein before mentioned and as to the quality of workmanship or materials used on the work or as to any other question, claim, right, matter or thing whatsoever in any way arising out of or in connection with this Agreement relating to the Contract, designs, drawings, specifications, estimates, instructions, orders or these conditions or otherwise concerning the works, or the breach execution or validity thereof (a “Dispute”) failure to execute the same, whether arising during the progress of the work or after the completion or abandonment thereof, shall first be resolved through good faith negotiation referred to the sole arbitration of the Chairman & Managing Director of Uranium Corporation of India Limited, Jaduguda and if the Chairman and Managing Director is unable or unwilling to act to the sole arbitration, of some other person appointed by the partiesChairman & Managing Director, willing to act as such arbitrator. There will be no objection if the arbitrator so appointed is an employee of Uranium Corporation of India Limited, Jaduguda and that he had to deal with the claiming party providing written notice matters to which the Contract relates and that in the course of his duties as such he had expressed views on all or any of the Dispute (matters in dispute or difference. The arbitrator to whom the “Notice of Dispute”) matter is originally referred being transferred or vacating his office or being unable to act for any reasons, such Chairman & Managing Director as aforesaid at the other partytransfer, which notice shall describe in sufficient detail the nature vacation of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice office of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties)inability to act, then, at the election of either party, the Dispute shall be finally settled appoint another person to act as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules terms of the American Contract. Such person shall be entitled to proceed with the reference from the stage at which his predecessor left it. It is also a terms of this Contract that no person other than a person appointed by such Chairman & Managing Director, as aforesaid should act as arbitrator and if for any reason, that is not possible, the matter is not to be referred to arbitration at all. In all cases where the amount of the claim in dispute is Rs. 50,000/-(Rupees Fifty Thousand) and above, the arbitrator shall give reasons for the award. Subject as aforesaid, the provisions of the Arbitration Association (“AAA”Act, 1940 or any statutory modification or re-enactment thereof and the rules made there under and for the time being in force, shall apply the arbitration proceeding under this clause. It is a term of the Contract that the party invoking arbitration shall specify the dispute or disputes to be referred to arbitration under the clause together with the amount for amounts claimed in respect of each such dispute. It is also a term of the Contract that if the Contractor does not make any demand for arbitration in respect of any claim(s) in effect at writing within 90 days of receiving the time intimation from the Corporation that the bill is ready for acceptance of the arbitrationContractor, except the claim of the Contractor will be deemed to have been waived and absolutely barred and the company shall be discharged and released of all liabilities under the Contract in respect of these claims. The arbitrator(s) may from time to time with consent of the parties enlarge the time, for making and publishing the award. The decision of the Engineer-in-charge regarding the quantum of reduction as they well as justification thereof in respect of rates for substandard work, which may be modified herein or by mutual agreement of the partiesdecided to be accepted, will be final and would not be open to arbitration. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by deemed to have entered on the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing reference on the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by date he issues notice to both the tribunal, and no reply or rejoinder submissions shall be made unless parties fixing the tribunal expressly so authorizes. The hearing shall be held within four (4) months date of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the first hearing. The tribunal venue of Arbitration shall be such place as may modify this schedule for good cause shownbe fixed by the Arbitrator, in his sole discretion. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction The award of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration Arbitrator shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadingsfinal, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final conclusive and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, all the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Contract.

Arbitration. Any (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first that cannot be mutually resolved through good faith negotiation by the partiesparties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, with Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the claiming party providing written notice Company and Executive, or if the parties cannot agree on the selection of the Dispute (the “Notice of Dispute”) arbitrator, who shall be selected pursuant to the other party, which notice shall describe in sufficient detail the nature procedures of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that American Arbitration Association, and such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkeffect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator shall within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be selected by held within thirty (30) days of the AAA from its list date of qualified arbitrators and shall have no actual selection of the arbitrator, and, as a condition to his or potential conflict of interests in connection with deciding or hearing the Disputeher selection, such arbitrator must consent to be available for a hearing, at such time. (c) The arbitration Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be conducted entitled to seek specific performance of Executive’s right to be paid and to participate in an expedited mannerbenefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. There The Company and Executive hereby agree that the arbitrator shall be one round empowered to enter an equitable decree mandating specific performance of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions terms of this Agreement. If any dispute under this Section 11 shall be made unless pending, Executive shall continue to receive at a minimum the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, base salary which Executive was receiving immediately prior to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on act or omission which forms the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive At the close of the arbitration, such continued base salary payments may be offset against any right damages awarded to seek evidence under 9 U.S.C. § 7 Executive or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents be recovered from Executive if it is determined that are critical Executive was not entitled to the fair presentation continued payment of a party’s case and reasonably believed to exist and be in the possession, custody or control of base salary under the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 provisions of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising Subject to the right of each party to seek specific performance (which right shall not be subject to arbitration), if a dispute arises out of or is in connection with any way related to this Agreement or the asserted breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesthereof, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute dispute shall be finally settled as follows: (a) The referred to arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of before the American Arbitration Association the (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, pursuant to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify AAA’s National Rules for the parties, on Resolution of Employment Disputes (the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights“Arbitration Rules”). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 1315 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the “Arbitration Notice”). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration to resolve the dispute by mediation in accordance with the Arbitration Rules. If the dispute is not resolved by the date set for arbitration, then any controversy or claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in Chenango County, New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that discovery shall be concluded within ninety (90) days after the date the matter is set for arbitration. The arbitrator or arbitrators shall have the power to award reasonable attorneys’ fees to the prevailing party. Any provisions in this Agreement to the contrary notwithstanding, this Section 15 shall be governed by the Federal Arbitration Act, and the parties have entered into this Agreement pursuant to such act.

Arbitration. Any controversy arising out Except as provided in subsection (h) of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first Section 12, any Dispute must be resolved through good faith negotiation by the parties, binding arbitration in accordance with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as followsfollowing: (a) The A Party may begin arbitration shall be conducted by filing a single (1) arbitrator demand for arbitration in accordance with the Commercial Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Dallas office of the American Arbitration Association (“AAA”) to appoint the arbitrator or arbitrators necessary to complete the panel in effect at accordance with the time Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkpanel. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each partythe Dallas-Fort Worth, whether simultaneous or sequential as directed Texas metropolitan area at a place and time agreed upon by the tribunalParties with the panel, and no reply or rejoinder submissions shall be made unless if the tribunal expressly so authorizesParties cannot agree, as designated by the panel. The hearing shall be held within four (4) months of panel may, however, call and conduct hearings and meetings at such other places as the constitution of Parties may agree or as the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the partiespanel may, on the basis motion of its assessment one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party’s showing of need that the case as of that timerequested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, the specific issues timing, or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardcost. (d) Any request for production of documents or other information is The arbitration shall be subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited Federal Arbitration Act and disciplined as is consistent conducted in accordance with the just resolution of Arbitration Rules to the disputeextent that they do not conflict with this Section 12. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, Parties and the tribunal should authorizepanel may, production only however, agree to vary to provisions of specific documents this Section 12 or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in matters otherwise governed by the possession, custody or control of the other partyArbitration Rules. (e) The parties agree that the arbitration hearing shall be kept confidential and that held within 30 days after the existence appointment of the proceeding and any element of it (including any pleadings, briefs panel. The panel’s final decision or other documents submitted award shall be made within 30 days after the hearing. That final decision or exchanged, any testimony award shall be made by unanimous or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers majority vote or any person necessary to the conduct consent of the proceedingarbitrators constituting the panel, and shall be deemed issued at the place of arbitration. These confidentiality obligations The panel’s final decision or award shall be based on this Agreement and applicable law; the panel may not act according to equity and conscience or apply (i) if disclosure is required by the law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the awardmerchant. (f) For the avoidance of doubt, the tribunal The panel’s final decision or award may grant specific performance or include injunctive relief where authorized under this Agreement in response to any actual or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated impending breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event or any other actual or impending action or omission of a breach Party under or anticipated breach of in connection with this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediateAgreement. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder The panel’s final decision or award shall be governed by Title 9 (Arbitration) final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the United States Codepanel made before the final decision or award. (h) The parties submit Nothing in this Section 12 limits the right of either Party to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts apply to a court having jurisdiction over appeals from any of the foregoing, for the limited purpose of: to (i) an application to compel arbitration or to resolve any dispute concerning enforce the validity or effectiveness of this agreement to arbitrate; or arbitrate in accordance with this Section 12, (ii) seek provisional or temporary injunctive relief, in response to an application for relief in aid of arbitration actual or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any impending breach of the foregoing remedies shall not be deemed incompatible with Agreement or otherwise so as to avoid a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for irrevocable damage or maintain the securing status quo, until a final arbitration decision or posting of any bond in connection with such remedy. (i) The costs of administration of award is rendered or the arbitration and any arbitrator’s fees shall be borne equally by the partiesDispute is otherwise resolved, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (iiiii) otherwise utilize another form of dispute resolution to address challenge or vacate any Dispute in lieu of the arrangement described final arbitration decision or award that does not comply with this Section 12. In addition, nothing in this Section 13. For 12 prohibits the avoidance of doubt, if a dispute, controversy Parties from resolving any Dispute (in whole or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13in part) by agreement.

Arbitration. (a) Any dispute, claim or controversy arising out of under or in connection with this Agreement or the breach Executive’s employment hereunder or validity thereof (a “Dispute”) the termination thereof, other than injunctive relief under Section 9 hereof, shall first be resolved through good faith negotiation settled exclusively by arbitration administered by the parties, with the claiming party providing written notice of the Dispute American Arbitration Association (the “Notice of DisputeAAA”) to and carried out in the other party, which notice shall describe in sufficient detail the nature State of the DisputeNew York. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may modified herein. There shall be modified herein or three arbitrators, one of whom shall be nominated by mutual agreement the Company and one who shall be nominated by the Executive within thirty (30) days of receipt by respondent of the parties. The seat demand for arbitration, and the third arbitrator, who shall chair the arbitral tribunal, shall be nominated by the party nominated arbitrators within thirty (30) days of the arbitration nomination of the second arbitrator. If any arbitrator is not appointed within the time limit provided herein, upon request of any party to the arbitration, such arbitrator shall be New York, New Yorkappointed by the AAA within fifteen (15) days of receiving such request. (b) The arbitrator arbitration shall commence within forty-five (45) days after the appointment of the third arbitrator; the arbitration shall be selected by completed within sixty (60) days of commencement; and the AAA from its list of qualified arbitrators and arbitrators’ award shall have no actual or potential conflict of interests be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in connection with deciding or hearing the Disputeforegoing sentence. (c) The arbitration shall be conducted in an expedited manner. There shall be one round arbitral tribunal may award any form of prehearing submissions by each partyrelief permitted under this Agreement and applicable law, whether simultaneous including damages and temporary or sequential as directed by the tribunalpermanent injunctive relief, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of except that the arbitral tribunal and shall continue, is not empowered to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunalaward damages in excess of compensatory damages, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive each party hereby irrevocably waives any right to seek evidence under 9 U.S.C. § 7 recover punitive, exemplary or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award damages with respect to the subject matter of the ruling and shall be fully enforceable as suchany dispute. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall state the reasons for the award. (d) The decision rendered by the arbitral tribunal shall be final and binding on the partiesparties to this Agreement. Judgment upon the award may be entered by in any court having jurisdiction thereof of competent jurisdiction. The parties hereto waive, to the fullest extent permitted by law, any rights to appeal to, or having jurisdiction over to seek review of such award by, any court. The parties hereto further agree to obtain the relevant party or its assets. (k) Notwithstanding arbitral tribunal’s agreement to preserve the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu confidentiality of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13arbitration.

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. 8.01 The parties agree that any ruling by dispute or grievance (excluding policy grievances) concerning the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach interpretation, application or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 alleged violation of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) which has been properly carried through all steps of the United States CodeGrievance Procedure outlined in Article 7 above, and has not been settled, will be referred to the HRSDC Federal Mediation and Conciliation Service for grievance mediation prior to being referred to a mutually agreed single Arbitrator at the written request of either of the parties hereto for arbitration unless mutually agreed that mediation is not required. Employees who are required to attend Mediation sessions scheduled by the Company and Union will be reimbursed for actual regular hours work lost. Reimbursement will be calculated based on the employee’s base rate of pay. (h) The 8.02 Should the parties submit be unable to agree upon a single Arbitrator, application will be made to the non-exclusive jurisdiction Minister of Labour to appoint an Arbitrator. 8.03 The decision of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and Arbitrator shall be final and binding on the parties. Judgment upon the award may be entered parties hereto and any employee affected by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assetsit. (k) Notwithstanding 8.04 If the foregoing provisions, without having Arbitrator finds the grievance to amend this Agreement pursuant to Section 26be arbitral, the parties may by Arbitrator shall hear and determine the grievance and shall issue a written agreement: (i) vary decision setting out the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form reasons for the decision and the findings of dispute resolution to address any Dispute in lieu of fact upon which the arrangement described in this Section 13. For decision is based and the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim decision shall be deemed final and binding upon the parties and upon any employee affected by it. 8.05 The Arbitrator shall not have any power or jurisdiction to be a “Dispute” hereunder and be subject alter, change, amend or add to or detract from any of the provisions of this Section 13Agreement or to substitute any new provisions for any existing provisions or to make any decision inconsistent with the terms of and provisions of this Agreement, nor to deal with any matter not specifically covered by it, nor to deal with any matter not contained in the written grievance filed by the grievor. No matter may be submitted to arbitration which has not been properly carried through all previous steps of the grievance procedure. 8.06 Each of the parties hereto will jointly share the expenses of the Arbitrator.

Arbitration. Any controversy arising out Except with respect to disputes and claims under Section 7, Section 8, or Section 9 (which the parties hereto may pursue in any court of or competent jurisdiction as provided in connection with this Agreement or and with respect to which each party shall bear the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiescost of its own attorneys’ fees and expenses, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) except to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the partiesextent otherwise required by applicable law), then, at each party hereto agrees that arbitration pursuant to the election procedures set forth in the National Rules for the Resolution of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules Employment Disputes of the American Arbitration Association (the “AAAAAA Rules”) in effect at shall be the time sole and exclusive method for resolving any claim or dispute (“Claim”) arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company and its Subsidiaries (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment and wrongful termination), whether such Claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration, except as they may be modified herein or by mutual agreement (ii) all meetings of the parties. The seat parties and all hearings with respect to any such arbitration shall take place in Michigan, (iii) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise required by applicable law), and (iv) all costs and expenses of the arbitration shall be New York, New York. proceeding (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential such as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsfiling fees, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees fees, hearing expenses, etc.) shall be borne equally by the partiesparties hereto. The parties agree that the judgment, unless award or other determination of any arbitration under the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award AAA Rules shall be in writing and shall be final final, conclusive and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, all of the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described hereto. Nothing in this Section 1329 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. For Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13arbitration.

Arbitration. Any controversy To aid in the rapid and economical resolution of any disputes that may arise in the course of the employment relationship, Executive and the Company agree that any and all disputes, claims, or demands in any way arising out of or in connection relating to the terms of this Agreement, Company equity held by Executive, Executive’s employment relationship with this Agreement the Company, or the breach termination of Executive’s employment or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, service relationship with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) Company, shall be resolved, to the other partyfullest extent permitted by law, which notice shall describe by final, binding and confidential arbitration in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties)Salt Lake City, thenUtah, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by before a single (1) neutral arbitrator selected and administered in accordance with the Commercial employment arbitration rules & procedures or then applicable equivalent rules of JAMS, Inc. (the “JAMS Rules”) and the Federal Arbitration Rules Act, 9 U.S.C. Sec. 1, et seq. A copy of the American Arbitration Association JAMS rules may be found on the JAMS website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ and will be provided to Executive by the Company upon request. BY AGREEING TO THIS ARBITRATION PROCEDURE, EXECUTIVE AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE, CLAIM OR DEMAND THROUGH A TRIAL BY JURY OR JUDGE OR BY ADMINISTRATIVE PROCEEDING IN ANY JURISDICTION. Executive will have the right to be represented by legal counsel at any arbitration proceeding, at Executive’s expense. The arbitrator shall: (“AAA”a) in effect at have the time authority to compel adequate discovery for the resolution of the arbitration, except dispute and to award such relief as they may would otherwise be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. available under applicable law in a court proceeding and (b) The arbitrator shall be selected issue a written statement signed by the AAA from its list arbitrator regarding the disposition of qualified arbitrators each claim and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by relief, if any, awarded as to each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsclaim, the tribunal shall identify reasons for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow arbitrator’s essential findings and specific categories of documents that are critical to conclusions on which the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) award is based. The parties agree that the prevailing party in any arbitration shall be kept confidential and that the existence entitled to injunctive relief in any court of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary competent jurisdiction to enforce the rights arising out arbitration award. This Section 11(i) is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized damages under this Agreement or applicable law. The tribunal relating to Executive’s employment; provided, however, that Executive shall have retain the authority right to make orders for interim file administrative charges with or seek relief necessary through any government agency of competent jurisdiction, and to preserve a party’s rightsparticipate in any government investigation, including preliminary injunctive relief. The parties agree but not limited to (i) claims for workers’ compensation, state disability insurance or unemployment insurance; (ii) claims for unpaid wages or waiting time penalties brought before any governmental agency; provided, however, that any ruling by the tribunal on interim measures appeal from an award or from denial of an award of wages and/or waiting time penalties shall be deemed to be a final award with respect arbitrated pursuant to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach terms of this Agreement because of Agreement; and (iii) claims for administrative relief from the difficulty of ascertaining United States Equal Employment Opportunity Commission and/or the amount of damage any similar agency in any applicable jurisdiction; provided, further, that will Executive shall not be suffered entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. Nothing in the event that this Agreement is breachedintended to prevent either Executive or the Company from obtaining injunctive relief (or any other provisional remedy) in any court of competent jurisdiction pursuant to applicable law to prevent irreparable harm (including, without limitation, pending the conclusion of any arbitration). ThereforeThe Company shall pay the arbitrator’s fees, in the event of a breach or anticipated breach of this Agreement by the arbitration expenses and any other party or its Affiliates, and notwithstanding anything costs unique to the contrary contained hereinarbitration proceeding (recognizing that each side shall bear its own deposition, each party maywitness, expert and attorney’s fees and other expenses to the same extent as if the matter were being heard in addition to any other remedies available to itcourt); provided, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a properhowever, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable arbitrator may award attorney’s fees and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit costs to the non-exclusive jurisdiction of the federal and state courts located within the County of New Yorkprevailing party, State of New Yorkexcept as prohibited by law. THE EXECUTIVE AND THE COMPANY WAIVE ANY CONSTITUTIONAL OR OTHER RIGHT TO BRING CLAIMS COVERED BY THIS AGREEMENT OTHER THAN IN THEIR INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). THIS WAIVER INCLUDES THE ABILITY TO ASSERT CLAIMS AS A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyPLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first that cannot be mutually resolved through good faith negotiation by the partiesparties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, with Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the claiming party providing written notice Company and an individual to be selected by Executive, or if such two individuals cannot agree on the selection of the Dispute (the “Notice of Dispute”) arbitrator, who shall be selected pursuant to the other party, which notice shall describe in sufficient detail the nature procedures of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that American Arbitration Association, and such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkeffect. (b) The parties agree to use their best efforts to cause (i) the two individuals set forth in the preceding Section 11(a), or, if applicable, the American Arbitration Association, to appoint the arbitrator shall within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) any arbitration hearing to be selected by held within thirty (30) days of the AAA from its list date of qualified arbitrators and shall have no actual selection of the arbitrator, and, as a condition to his or potential conflict of interests in connection with deciding or hearing the Disputeher selection, such arbitrator must consent to be available for a hearing, at such time. (c) The arbitration Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be conducted entitled to seek specific performance of Executive’s right to be paid and to participate in an expedited mannerbenefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. There The Company and Executive hereby agree that the arbitrator shall be one round empowered to enter an equitable decree mandating specific performance of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions terms of this Agreement. If any dispute under this Section 11 shall be made unless pending, Executive shall continue to receive at a minimum the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, base salary which Executive was receiving immediately prior to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on act or omission which forms the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive At the close of the arbitration, such continued base salary payments may be offset against any right damages awarded to seek evidence under 9 U.S.C. § 7 Executive or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents be recovered from Executive if it is determined that are critical Executive was not entitled to the fair presentation continued payment of a party’s case and reasonably believed to exist and be in the possession, custody or control of base salary under the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 provisions of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any Executive voluntarily agrees (and not as a condition of employment) that any controversy arising out between Executive and the Company involving the construction or application of any of the terms, covenants, or in connection with conditions of this Agreement or Executive’s employment hereunder or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice termination of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute employment shall be finally settled as follows: (a) The subject to arbitration shall to be conducted by a single (1) arbitrator held in Vermont in accordance with the Commercial Employment Arbitration Rules and Procedures (“JAMS Rules”) of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect. A copy of the American Arbitration Association (“AAA”) in effect at the time current version of the arbitration, except as they JAMS Rules will be made available to Executive upon request. The JAMS Rules may be modified herein amended from time to time and are also available online at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rules-employment-arbitration. The dispute will be decided by a single neutral arbitrator to be mutually agreed upon by the parties from JAMS’ panel of arbitrators. All controversies covered by this Section 19 shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any such controversy as a class action or by mutual agreement collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall will be final final, conclusive and binding on the partiesparties to the arbitration. The prevailing party in the arbitration proceeding shall be entitled to recover reasonable costs, including attorney’s fees, as allowed by law and determined by the arbitrator, although the Company will pay for all arbitration fees other than the initial filing fee, which will equal the amount for the filing had a complaint been filed in court. Judgment upon the award may be entered by on the arbitrator’s decision in any court having jurisdiction thereof jurisdiction. The parties hereto waive, to the fullest extent permitted by law, any rights to appeal to, or having jurisdiction over to seek review of such award by, any court. This provision is governed by the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13Federal Arbitration Act. For the avoidance of doubt, if a dispute, controversy or claim relates doubt and notwithstanding anything in this Section 19 to the issue or question of whether a party has breached its obligations under contrary, in accordance with Section 2212, such dispute, controversy or claim the Company shall be deemed entitled to be a “Dispute” hereunder injunctive relief from any court of competent jurisdiction related to any violation or claimed violation of the restrictions and be subject to obligations in respect of any of the provisions of restrictive covenants in Section 9 or otherwise as set forth in this Agreement. Nothing in this Section 1319 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. Any If any dispute or controversy arising out of arises under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesAgreement, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved within a commercially reasonable time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutral arbitrator at a location mutually agreed between the parties Company and Executive within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement state of the parties), then, Company’s headquarters at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator such time in accordance with the Commercial Employment Arbitration Rules & Procedures of the American Arbitration Association JAMS (“AAAJAMS”) then in effect at the time of the arbitrationeffect, in accordance with this Section 13(h), except as they may be modified herein otherwise prohibited by any nonwaivable provision of applicable law or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the disputeregulation. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties hereby agree that the arbitration arbitrator shall be kept confidential construe, interpret and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award in accordance with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliatesexpress terms, and notwithstanding anything to otherwise in accordance with the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants governing law as set forth in this Agreement would Section 13(a). Judgment may be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreemententered on the arbitration award in any court having jurisdiction, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder provided, however, that either Party shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit entitled to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for seek a restraining order and/or or injunction in any court of competent jurisdiction to preserve the party’s rights). A request to a court for prevent any of the foregoing remedies shall not be deemed incompatible with or a waiver continuation of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting violation of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Agreement and Executive hereby consents that such restraining order or injunction may be granted without requiring the other Party to post a bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. In the event action is brought pursuant to this Section 1313(h), the arbitrator shall have authority to award fees and costs to the prevailing party, in accordance with applicable law. If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration. The Company may also enjoin by Court action any breach of Sections 5-6 or 7 as permitted by Section 8.

Arbitration. Any dispute, claim or controversy based on, arising out of or in connection with relating to Executive’s employment or this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The by final and binding arbitration shall be conducted by in New York, New York, before a single (1) neutral arbitrator in accordance with the Commercial JAMS Employment Arbitration Rules and Procedures (the “Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The Rules may be found online at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the American Arbitration Association (“AAA”) in effect at the time date of Executive’s termination of employment. Other costs of the arbitration, except as they may be modified herein including the cost of any record or by mutual agreement transcripts of the parties. The seat arbitration, JAMS administrative fees, the fee of the arbitration arbitrator, and all other fees and costs, shall be New York, New York. (b) The arbitrator shall be selected borne by the AAA from its list of qualified arbitrators Company. This Section 7 is intended to be the exclusive method for resolving any and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed all claims by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months parties against each other for payment of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized damages under this Agreement or relating to Executive’s employment; provided, however, that Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any similar state agency in any applicable lawjurisdiction); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. The tribunal This Agreement shall have the authority not limit either party’s right to make orders for interim relief obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to preserve a party’s rightsprotect their rights and interests pending the outcome of arbitration, including preliminary without limitation injunctive relief, in any court of competent jurisdiction. The parties agree that Seeking any ruling by the tribunal on interim measures such relief shall not be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any such party’s right to arbitratecompel arbitration. Each party hereby waives any requirement for Both Executive and the securing or posting of any bond in connection with such remedyCompany expressly waive their right to a jury trial. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out Employer and Employee agree that, to the extent permitted by law and to the extent that the enforceability of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved thereby impaired, any and all disputes, controversies or claims between Employee and Employer, except disputes concerning the parties within thirty (30) Business Days after the claiming party delivers the Notice use or disclosure of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties)trade secrets, thenproprietary and/or confidential information, at the election of either partyor otherwise arising under Section 12 hereof, the Dispute shall be finally settled as follows: (a) The determined exclusively by final and binding arbitration shall be conducted by a single (1) arbitrator in the County of San Francisco, California, in accordance with the Commercial Arbitration Rules employment rules of the American Arbitration Association (“AAA”) then in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the partieseffect. The seat of the arbitration controversy or claim shall be New Yorksubmitted to three arbitrators, New York. (b) The arbitrator one of whom shall be selected chosen by the AAA from its list Employer, one of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration whom shall be conducted in an expedited manner. There shall be one round of prehearing submissions chosen by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestEmployee, and the tribunal should authorize, production only third of specific documents or narrow and specific categories of documents that are critical whom shall be chosen by the two arbitrators so selected. The party desiring arbitration shall give written notice to the fair presentation other party of its desire to arbitrate the particular matter in question, naming the arbitrator selected by it. If the other party shall fail within a party’s case and reasonably believed period of 15 days after such notice shall have been given to exist and be reply in writing naming the possessionarbitrator selected by it, custody or control then the party not in default may apply to the American Arbitration Association for the appointment of the other party. (e) second arbitrator. If the two arbitrators chosen as above shall fail within 15 days after their selection to agree upon a third arbitrator, then either party may apply to the American Arbitration Association for the appointment of an arbitrator to fill the place so remaining vacant. Employer shall pay the fees of the arbitrators so selected. The decision of any two of the arbitrators shall be final and binding upon the parties hereto and shall be delivered in writing signed in triplicate by the concurring arbitrators to each of the parties hereto. The parties agree that both parties will be allowed to engage in adequate discovery consistent with the arbitration shall be kept confidential and that the existence nature of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or claims in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable lawdispute. The tribunal arbitrators shall have the authority to make orders entertain a motion to dismiss and/or a motion for interim relief necessary to preserve a party’s rights, including preliminary injunctive reliefsummary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The parties agree that any ruling arbitrators shall have discretion to award monetary and other damages, or no damages, and to fashion such other relief as the arbitrators deem appropriate. The arbitrators also shall have discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in bringing or defending an action under this Section 18, as permitted by applicable law. Judgment on the award rendered by the tribunal on interim measures arbitrators may be entered in any court having jurisdiction. Nothing in this Section 18 shall limit the Employer’s ability to seek injunctive relief for any violation of Employee’s obligations concerning nondisclosure, loyalty and nonsolicitation as set forth in Section 12 hereof. Any such injunctive relief proceeding shall be deemed without prejudice to be a final award any rights Employer or Employee may have under this Agreement to obtain relief in arbitration with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediatematters. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy dispute, controversy, or claim arising out of or in connection with related to this Agreement or any breach of this Agreement or the breach Executive’s employment, whether the claim arises in contract, tort, or validity thereof (a “Dispute”) statute, shall first be resolved through good faith negotiation submitted to and decided by the parties, binding arbitration with the claiming party providing written notice exception of the Dispute following claims by Executive: (1) for state Workers’ Compensation benefits; (2) for unemployment insurance benefits filed with the “Notice of Dispute”appropriate government entity; (3) arising under a benefit plan where the plan expressly specifies a separate arbitration procedure; (4) arising under the National Labor Relations Act and filed through a charge with the National Labor Relations Board; (5) for sexual harassment or sexual assault under state or federal law; or (6) which are otherwise expressly prohibited by law from being subject to arbitration under this Agreement. Executive and the other partyCompanies expressly acknowledge and agree that by entering into this Agreement, which notice shall describe in sufficient detail Executive and the nature of the DisputeCompanies waive any right to a jury trial on any dispute or claim that is subject to binding arbitration under this Agreement. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The Any arbitration under this Agreement shall be conducted by a single (1) arbitrator in accordance with pursuant to the Commercial Employment/Workplace Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) then in effect at the time effect. Any arbitration shall be heard before a single arbitrator and shall be held in ________, California. A. All aspects of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsincluding without limitation, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence record of the proceeding and any element of it (including any pleadingsaward or findings by the arbitrator, briefs or other documents submitted or exchanged, any testimony or other oral submissions are confidential and any awards) shall not be disclosed beyond open to the arbitral tribunalpublic except: (1) to the extent the parties agree otherwise in writing, the AAA, (2) as may be appropriate in any subsequent proceedings between the parties, their counselor (3) as may otherwise be appropriate in response to a governmental agency or legal process, accountants and auditors, insurers and re-insurers or any person necessary provided that the party upon whom such process is served shall give immediate notice of such process to the conduct other party and afford the other party an appropriate opportunity to object to such process. B. Executive and the Companies will share the costs of arbitration equally except that the Companies will bear the cost of the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if Executive were to bring the dispute or claim in court. Each party will be responsible for its own attorney’s fees, and the arbitrator may not award attorney’s fees unless a statute or contract at issue specifically authorizes such an award. Injunctive relief and other provisional remedies will be available in accordance with Section 1281.8 of the California Code of Civil Procedure and Federal Rule of Civil Procedure 65. Nothing in this Section XIII shall prohibit either party from seeking provisional remedies, including without limitation preliminary injunctions and temporary restraining orders, in a court of competent jurisdiction. C. To the fullest extent permitted by law, and notwithstanding anything else in this Agreement, Executive and the Companies agree that any claims brought by the Companies (or one of its parents, subsidiaries or affiliates), by Executive or on Executive’s behalf shall be decided by the arbitrator on an individual basis and not on a class, collective or representative basis. Accordingly, class, collective and representative actions are not permitted under this Agreement. The arbitrator shall not have the authority or jurisdiction to hear the arbitration as a class, collective or representative action or to join or consolidate causes of action of different parties into one proceeding. These confidentiality obligations To the fullest extent permitted by law, Executive and the Companies agree to waive, to the maximum extent possible, any rights to bring or participate in class, collective or representative actions with respect to any claims. Notwithstanding the foregoing, if and to the extent applicable law precludes you or the Companies from waiving any right to bring class, collective or representative claims, and provided that the applicable law is not preempted by the Federal Arbitration Act or other federal law, then Executive and the Companies agree that such class, collective or representative claims shall not apply be subject to the terms of this Agreement and shall be heard by a court of competent jurisdiction. D. Except upon a substantial showing of good cause, discovery will be limited to the exchange of relevant documents and three depositions per side. Upon request, either party shall be entitled to receive, prior to the final hearing, information and copies of documents that meet the criteria for discovery. Upon request, Executive shall also be entitled to a true copy of his or her employment records kept in the ordinary course of business (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or including, without limitation any and all performance evaluations), other examination than records relating to taxes) pre-employment procedures and any reference checks, subject to any condition or (ii) as far as disclosure is necessary limitation imposed by the arbitrator upon a showing of good cause. Any dispute relative to enforce discovery shall be presented to the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable lawarbitrator for final and binding resolution. The tribunal shall arbitrator will have the authority to make orders for interim relief necessary to preserve a party’s rightshear and grant motions, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available limited to each party motions for summary judgment and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediatesummary adjudication. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder E. The arbitrator shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for issue a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding award that shall contain the essential findings of fact and conclusions of law on which the partiesdecision is based. Judgment upon the award may be entered by entered, and enforcement may be sought, in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assetsof competent jurisdiction. (k) Notwithstanding F. The arbitrator shall apply the foregoing provisionssubstantive federal, without having to amend this Agreement pursuant to Section 26state, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu and/or local law of the arrangement described in this Section 13. For jurisdiction where Executive is or was employed by the avoidance of doubtCompanies, if a disputeas applicable, controversy or claim relates to any claims and defenses asserted by the parties. G. The arbitrator shall have the exclusive authority and jurisdiction to resolve any issue relating to the formation or enforceability of this Agreement, or any issue or question of relating to whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be is subject to the provisions of arbitration under this Section 13Agreement.

Arbitration. A. Any dispute or controversy arising out of under or in connection with this Agreement and any claim by Executive that the Company breached any statutory or common law duty to Executive (including but not limited to the breach law of tort, contract, and all federal, state or validity thereof (a “Dispute”local laws prohibiting employment discrimination because of race, color, religion, sex, national origin, age, veteran's status, or disability) shall first that cannot be mutually resolved through good faith negotiation by the partiesparties hereto shall be settled exclusively by arbitration in Louisville, with Kentucky before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the claiming party providing written notice Company and the Executive, or, if the Company and the Executive cannot agree on the selection of the Dispute (the “Notice of Dispute”) to the other partyarbitrator, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted selected by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at provided that any arbitrator selected by the time American Arbitration Association shall not, without the consent of the arbitrationparties hereto, except as they be affiliated with the Company or the Executive or any of their respective affiliates). Judgment may be modified herein entered on the arbitrator's award in any court having jurisdiction. The parties hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement, or in the event the arbitrator is resolving a dispute over the breach of a statutory or common law duty, the parties agree that the arbitrator shall be empowered to fashion a remedy that would have been available had the matter been litigated in a judicial or administrative proceeding. The Company shall bear all expenses of the arbitrator incurred in any arbitration or any court costs incurred in any court proceeding hereunder and shall promptly reimburse the Executive (within 30 days of invoice) for any related reasonable legal fees and out-of-pocket expenses directly attributable to such arbitration or any court proceeding related to this Agreement; provided that such legal fees are calculated on an hourly, and not on a contingency fee, basis; and, that the Executive shall bear all expenses of the arbitrator and all of his legal fees and out-of-pocket expenses (and reimburse the Company for its portion of such expenses) if the arbitrator or relevant trier-of-fact determines that the Executive's claim or position was frivolous and without reasonable foundation. B. The parties agree that this requirement to arbitrate shall not apply to any suit by mutual agreement either party seeking an injunction and/or damages for violation of Sections 6 and/or 7 of this Agreement, it being specifically understood that such claims arising under Sections 6 or 7 may be enforced in the first instance in any court having jurisdiction of the parties. The seat . C. If either party appeals the decision of the arbitration arbitrator, each party shall bear its own expenses until the outcome of such appeal has been determined, whereupon the prevailing party's expenses, including reasonable legal fees, shall be New York, New York. (b) The arbitrator shall be selected reimbursed promptly by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy The Company and Executive agree that except as provided in Section 14(b) the sole and exclusive method for resolving any dispute between them arising out of or in connection with relating to this Agreement shall be arbitration under the procedures set forth in this Section, except that nothing in this Section prohibits a party from seeking preliminary or permanent judicial injunctive relief, or from seeking judicial enforcement of the breach arbitration award. The arbitrator shall be selected pursuant to the Rules for Commercial Arbitration of the American Arbitration Association. The arbitrator shall hold a hearing at which both parties may appear, with or validity thereof (a “Dispute”) without counsel, and present evidence and argument. Pre-hearing discovery shall first be resolved through good faith negotiation allowed in the discretion of and to the extent deemed appropriate by the partiesarbitrator, with and the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice arbitrator shall describe in sufficient detail the nature of the Disputehave subpoena power. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute The procedural rules for an arbitration hearing under this Section shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association for Commercial Arbitration hearings and any rules as the arbitrator may determine. The hearing shall be completed within ninety (“AAA”90) in effect at days after the time arbitrator has been selected and the arbitrator shall issue a written decision within sixty (60) days after the close of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizeshearing. The hearing shall be held within four (4) months in Grand Rapids, Michigan. The award of the constitution arbitrator shall be final and binding and may be enforced by and certified as a judgment of the arbitral tribunal Circuit Court for Kent County, Michigan or any other court of competent jurisdiction. One-half of the fees and expenses of the arbitrator shall continuebe paid by the Company and one-half by Executive. The attorney fees and expenses incurred by the parties shall be paid by each party. Notwithstanding the foregoing, however, the Company will reimburse the Executive for Executive’s portion of the arbitrator’s fees and expenses, and the Executive’s reasonable attorney fees and expenses incurred in connection with the arbitration proceeding, if the Executive substantially prevails in the arbitration proceeding or, if the Executive prevails in part, then the Company will reimburse a proportionate part of such fees and expenses, with such proportion to represent the approximate portion of such fees and expenses relating to the extent practicableissues on which the Executive prevailed. The decision as to whether the Executive has substantially prevailed, from Business Day or prevailed in part, and on the amount to Business Day until completed. There shall be no post-hearing submissions except as directed reimbursed to the Executive under the standards in this Section, will be made by the tribunal, arbitrator. Reimbursement of attorney fees and before ordering such submissions, expenses called for by this Section must be made within sixty (60) days after receipt by the tribunal shall identify for the parties, on the basis of its assessment Company of the case as of that timearbitrator’s award, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of but in no event after the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out year following that in this Section 13 shall not affect in any way which the jurisdiction of the tribunal or the validity of its awardexpense being reimbursed was incurred. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any (a) The parties shall promptly submit any dispute, claim, or controversy arising out of or in connection with relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or the enforcement of this Agreement) or any alleged breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesincluding any action in tort, with the claiming party providing written notice of the Dispute contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Notice Arbitrator”). Binding arbitration shall be the sole means of Dispute”) resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the other partymeaning, which notice effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the parties cannot agree upon the Arbitrator, the Arbitrator shall describe in sufficient detail be selected by the nature New York, New York chapter head of the DisputeAmerican Arbitration Association upon the written request of either side. If the Dispute is not resolved between the parties The Arbitrator shall be selected within thirty (30) Business Days after the claiming party delivers the Notice days of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Disputewritten request. (c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed governed by the tribunallaws of the State of New York applicable to a contract negotiated, signed, and no reply or rejoinder submissions wholly to be performed in the State of New York, which laws the Arbitrator shall be made unless the tribunal expressly so authorizesapply in rendering his decision. The hearing Arbitrator shall be held issue a written decision, setting forth findings of fact and conclusions of law, within four sixty (460) months of the constitution of the arbitral tribunal and days after he shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressedhave been selected. The tribunal Arbitrator shall endeavor have no authority to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal punitive or the validity of its awardother exemplary damages. (d) Any request for production of documents or other information is subject to The arbitration shall be held in New York, New York in accordance with and under the express authorization then-current provisions of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution rules of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestAmerican Arbitration Association, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partyexcept as otherwise provided herein. (e) The parties agree On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the arbitration Arbitrator shall limit any discovery or evidence such that his decision shall be kept confidential and that rendered within the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary period referred to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the awardSection 10.1(c). (f) For The Arbitrator may, at his discretion and at the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter expense of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because who will bear the cost of the difficulty of ascertaining the amount of damage that will be suffered arbitration, employ experts to assist him in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediatehis determinations. (g) Notwithstanding Section 11 The costs of this Agreement, the agreement to arbitrate set forth in this Section 13 arbitration proceeding and any proceeding in court to confirm any arbitration conducted hereunder award (including actual attorneys’ fees and costs), shall be governed borne by Title 9 (Arbitration) the unsuccessful party and shall be awarded as part of the United States CodeArbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties submit expressly consent to the non-exclusive jurisdiction of the federal courts (Federal and state courts located within the County of state) in New York, State of New York, as well as all appellate courts having jurisdiction over appeals from York to enforce any award of the foregoing, for the limited purpose of: (i) an application to compel arbitration Arbitrator or to resolve render any dispute concerning the validity provisional, temporary, or effectiveness of this agreement to arbitrate; injunctive relief in connection with or (ii) an application for relief in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration or enforcement hereunder. None of an the parties hereto shall challenge any arbitration award hereunder on the grounds that any party necessary to such arbitration (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court parties hereto) shall have been absent from such arbitration for any of reason, including that such party shall have been the foregoing remedies shall not be deemed incompatible with or a waiver subject of any party’s right to arbitrate. Each party hereby waives any requirement for the securing bankruptcy, reorganization, or posting of any bond in connection with such remedyinsolvency proceeding. (i) The costs parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of administration any arbitration under this Agreement, unless resulting from the gross negligence or willful misconduct of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the partiesperson indemnified. (j) The award This arbitration section shall be in writing and shall be final and binding on survive the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions termination of this Section 13Agreement.

Arbitration. Any controversy arising Subject to the exceptions set forth below, Employee agrees that any and all claims or disputes that Employee has with the Company, or any of its employees, which arise out of Employee’s employment or in connection with this Agreement or under the breach or validity thereof (a “Dispute”) terms thereof, shall first be resolved through final and binding arbitration, as specified herein. This shall include, without limitation, disputes relating to this Agreement, Employee’s employment with the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith negotiation and fair dealing, and any claims of discrimination or other claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Securities Act, the Racketeer Influenced and Corrupt Organizations Act, or any other federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of Employee’s employment with the Company or its termination. The only claims or disputes not covered by this paragraph are disputes related to (i) claims for benefits under the unemployment insurance or workers’ compensation laws, and (ii) issues affecting the validity, infringement or enforceability of any Trade Secret or patent rights held or sought by the parties, with Company or which the claiming party providing written notice Company could otherwise seek; in both of the Dispute (the “Notice of Dispute”) foregoing cases such claims or disputes shall not be subject to the other party, which notice shall describe in sufficient detail the nature of the Disputearbitration and will be resolved pursuant to applicable law. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The Binding arbitration shall will be conducted by a single (1) arbitrator in Denver, Colorado in accordance with the Commercial Arbitration Rules rules and regulations of the American Arbitration Association (“AAA”) ), by an arbitrator selected from the AAA Commercial Disputes Panel with a minimum of five years experience in effect employment law. If, at the time the dispute in question arose, Employee lives and works more than 100 miles from Denver, Colorado, then Employee has the option of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of requesting the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be take place in the possession, custody or control county in which the Company has an office that is nearest to Employee’s place of the other party. (e) The parties agree residency. Employee understands and agrees that the arbitration shall be kept confidential instead of any jury trial and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and decision shall be final and binding on to the parties. Judgment upon the award may be entered fullest extent permitted by law and enforceable by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assetsthereof. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or (a) Subject to Sections 11.2 and 11.3, if the breach or validity thereof Parties fail to resolve their dispute within seven (a “Dispute”7) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice days of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature start of the Disputemediation, the Parties will appoint an arbitrator having appropriate experience in the biopharmaceutical industry who will conduct an arbitration of the dispute. If the Dispute is Parties cannot resolved between the parties agree on a mutually acceptable arbitrator within thirty seven (307) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement days of the parties)decision to proceed to arbitration, then, at either Party may apply to a court of competent jurisdiction to appoint an qualified arbitrator having appropriate experience in the election of either party, the Dispute shall be finally settled as follows: (a) biopharmaceutical industry. The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of Act, 1991 (Ontario) and the American Arbitration Association (“AAA”) arbitrator shall also be empowered to hear injunctive proceedings in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkaccordance therewith. (b) The Notwithstanding Section 11.5 below, the arbitrator shall may include in its award an order as to the payment of the costs of the proceedings and reasonable counsel fees. Any Party ordered to pay costs may avail itself of any procedure for the taxing of costs, provided, however, that the Parties specifically agreed that the officer taxing such costs need not be selected bound by the AAA from its list any statutory scale of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Disputecosts. (c) The arbitration shall be conducted arbitrator will make its decision in an expedited manner. There shall be one round writing within fifteen (15) days of prehearing submissions by each partythe hearing and, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsParties otherwise agree, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should arbitrator’s reasons will be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon Parties and shall not be subject to any appeal although either Party may request clarification of the award may be and the arbitrator’s reasons. (d) The Parties consent to the award of the arbitrator being entered by in any court having jurisdiction thereof or having jurisdiction over for the relevant party or its assetspurposes of enforcement. In addition, if it appears to any Party that the arbitrator lacks the power to give effective interim relief, such Party may apply to any appropriate court for such relief. (ke) Notwithstanding All matters in dispute, all claims, submissions, evidence and findings, and the award itself shall be kept confidential by the arbitrator, and no information regarding any of the foregoing provisions, will be released to any Third Party or otherwise made public without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu consent of the arrangement described Parties, except as otherwise contemplated herein and except for such information which is not Confidential Information. (f) The Parties may with mutual consent, expand or abridge the time periods provided for in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Article 11.

Arbitration. Any dispute, claim, or controversy arising out concerning the terms, ----------- meaning, application, or enforcement of or in connection with any provision of this Agreement or the breach or validity thereof (a “Dispute”) shall first that cannot be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) direct discussion or mediation shall be submitted to final and binding arbitration before a neutral arbitrator pursuant to the other party, which notice shall describe arbitration procedures set out in sufficient detail this Section ("Procedures") under the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules auspices of the American Arbitration Association (“AAA”) at Evansville, Indiana. The AAA Employment Dispute Resolution Rules in effect at the time of the arbitrationarbitration shall govern arbitration proceedings, except insofar as these Procedures, as they may be modified herein amended from time to time, specifically provide otherwise. Executive may initiate a claim or case only by mutual agreement a written notice to Company as provided in this Agreement. Company may likewise initiate a claim or case by a written notice delivered to Executive, as provided in this Agreement. The written notice must set forth the matter in dispute in sufficient detail to advise the non-initiating party of the parties. The seat nature and amount of the dispute or claim, the date(s) of the underlying occurrence(s), and the relief requested. It shall also be the initiating party's responsibility to submit the claim and other required documents and fees to AAA in a timely manner; provided, however, if Executive is fully or partially successful, Company shall reimburse Executive for arbitration shall be New Yorkfees reasonably incurred. In conducting arbitration proceedings, New York. (b) The the AAA-appointed arbitrator shall be selected by authorized to award any relief available under the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) laws of the United States Code. (h) The parties submit or the State of Indiana applicable to the non-exclusive jurisdiction of claim, dispute, or controversy submitted, where such relief is warranted based on the federal evidence and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an law. Any arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the partiesbinding, and enforceable by an action in any court of competent jurisdiction. Judgment upon the No award may shall be entered set aside, or denied enforcement, by any court having jurisdiction thereof in any action unless the court finds that the arbitrator purported to resolve claims, disputes, or having jurisdiction over controversies not within the relevant party or its assets. (k) Notwithstanding scope of these Procedures. Adherence to these Procedures, and the foregoing provisions, without having agreement of the parties to amend this Agreement to follow them, shall be enforceable in an action to compel or stay arbitration pursuant to Section 26, the parties may by written agreement: (i) vary Federal Arbitration Act or the procedures set forth above Indiana Uniform Arbitration Act in Sections 13(a)-(j) or (ii) otherwise utilize another form a court of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13competent jurisdiction.

Arbitration. Any controversy If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in connection with violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Agreement or Section 16(g) is the breach or validity thereof (a “Dispute”) shall first exclusive and binding remedy for any such dispute and will be resolved through good faith negotiation by the parties, with the claiming party providing written notice used instead of the Dispute (the “Notice of Dispute”) to the other partyany court action, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming hereby expressly waived, except for any request by any party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties)for temporary, then, at the election of either party, the Dispute shall be finally settled as follows: (a) The preliminary or permanent injunctive relief pending arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules applicable law or for breaches by Executive of the American Arbitration Association (“AAA”) in effect at the time of the arbitrationExecutive’s obligations under Sections 11, except as they may be modified herein 12, 14 or by mutual agreement of the parties15 hereof. The parties agree that the seat of the arbitration shall be New YorkBoston, New York. (b) Massachusetts. The arbitrator Company shall be selected pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the AAA from its list arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of qualified arbitrators and shall have no actual or potential conflict any arbitration hereunder without the prior written consent of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the both parties, on the basis of its assessment of the case except (1) as of that time, the specific issues or matters it believes should provided by Section 10 and (2) as may be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the awardlaw. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) dispute related to the interpretation of enforcement of this Employment Agreement shall be enforceable only by arbitration in the County of Orange, California (or such other party, metropolitan area to which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period Employer's principal executive offices may be extended upon agreement of the partiesrelocated), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial commercial arbitration rules then in effect of the American Arbitration Rules Association, before a panel of three arbitrators, one of whom shall be selected by the Employer, the second of whom shall be selected by the Executive and the third party of whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if for any reason arbitration under the arbitration rules of the American Arbitration Association (“AAA”) in effect at the time cannot be initiated, or if one of the arbitrationparties shall fail or refuses to select an arbitrator, except as they may be modified herein or if the parties failed or refused to select an arbitrator, or if the arbitrators selected by mutual agreement the Employer and the Executive cannot agree on the selection of the parties. The seat third arbitrator within seven (7) days after such time as the Employer and the Executive have each been notified of the arbitration shall be New Yorkselection of the other's arbitrator, New York. (b) The the necessary arbitrator or arbitrators shall be selected by the AAA from presiding judge of the court of general jurisdiction in the metropolitan area where arbitration under this section would otherwise have been conducted. Each arbitrator selected as provided herein is required to be or have been a director or an executive officer for a corporation whose shares of common stock were listed during at least one year of such service on the New York Stock Exchange or the American Stock Exchange or quoted on the National Association if Securities Dealers Automated Quotations System. The arbitrators shall award to the Employer its list of qualified arbitrators legal fees and shall have no actual or potential conflict of interests expenses incurred in connection with deciding or hearing any arbitration proceeding is commenced by the Dispute. (c) The arbitration Executive and the Executive has no reasonable basis for initiating such proceeding. Any award entered by the arbitrators shall be conducted final, binding and nonappealable and judgment may be entered thereon by any party in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous accordance with applicable law in any court or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, competent jurisdiction except to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its an Arbitration award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence appealable under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures This arbitration provision shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediatespecifically enforceable. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation Agreement, Employee’s employment by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute Company or Employee’s compensation and benefits shall be finally settled as follows: (a) The exclusively by final and binding arbitration shall be conducted in Dover, Delaware by a single (1) an arbitrator in accordance with the Commercial Arbitration Comprehensive Rules of the American Judicial Arbitration Association & Mediation Service, Inc. (“AAAJAMS”) in effect at the time of the submission to arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat rules can be found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rules-comprehensive-arbitration/. The following claims are excluded from this arbitration provision: claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, workers' compensation claims under applicable workers’ compensation laws, Employment Development Department claims, ERISA claims covered by an ERISA plan with a dispute resolution provision, or any other claims that are non-arbitrable under applicable state or federal law. Nothing herein shall prevent Employee from filing and pursuing proceedings before the Department of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators Fair Employment and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsHousing, the tribunal shall identify for the partiesDivision of Labor Standards Enforcement, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. Equal Employment Opportunity Commission (h) The parties submit although if Employee chooses to pursue a claim following the non-exclusive jurisdiction exhaustion of the federal and state courts located within the County of New Yorksuch remedies, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and would be subject to the provisions of this Section 13Agreement). The statutes of limitations otherwise applicable under law shall apply to all Claims made in arbitration. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The arbitration shall be conducted in a procedurally fair manner by a mutually agreed upon neutral arbitrator selected in accordance with the applicable JAMS rules (“Rules”) or if none can be mutually agreed upon, then by one arbitrator appointed pursuant to the Rules; the arbitration shall be conducted confidentially in accordance with the Rules unless provided otherwise by applicable law; the arbitration fees shall be paid by the Company; each party shall have the right to conduct reasonable discovery including depositions, requests for production of documents and such other discovery as permitted under the Rules or ordered by the arbitrator; the arbitrator shall have the authority to award any damages authorized by law for the claims presented, including punitive damages; the decision of the arbitrator shall be final and binding on all parties and shall be the exclusive remedy of the parties; and the award shall be in writing in accordance with the Rules, and shall be subject to judicial enforcement and review in accordance with applicable law.

Arbitration. Any (a) Except as contemplated by Section 7(d) or Section 9(c) hereof, any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first that cannot be mutually resolved through good faith negotiation by the partiesparties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, with Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the claiming party providing written notice Company and an individual to be selected by Executive, or if such two individuals cannot agree on the selection of the Dispute (the “Notice of Dispute”) arbitrator, who shall be selected pursuant to the other party, which notice shall describe in sufficient detail the nature procedures of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that American Arbitration Association, and such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkeffect. (b) The parties agree to use their best efforts to cause (i) the two individuals set forth in the preceding Section 9(a), or, if applicable, the American Arbitration Association, to appoint the arbitrator shall within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) any arbitration hearing to be selected by held within thirty (30) days of the AAA from its list date of qualified arbitrators and shall have no actual selection of the arbitrator, and, as a condition to his or potential conflict of interests in connection with deciding or hearing the Disputeher selection, such arbitrator must consent to be available for a hearing, at such time. (c) The arbitration Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be conducted entitled to seek specific performance of Executive’s right to be paid and to participate in an expedited mannerbenefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. There The Company and Executive hereby agree that the arbitrator shall be one round empowered to enter an equitable decree mandating specific performance of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions terms of this Agreement. If any dispute under this Section 9 shall be made unless pending, Executive shall continue to receive at a minimum the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, base salary which Executive was receiving immediately prior to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on act or omission which forms the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive At the close of the arbitration, such continued base salary payments may be offset against any right damages awarded to seek evidence under 9 U.S.C. § 7 Executive or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents be recovered from Executive if it is determined that are critical Executive was not entitled to the fair presentation continued payment of a party’s case and reasonably believed to exist and be in the possession, custody or control of base salary under the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 provisions of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. (a) Any controversy dispute, controversy, or claim arising out of or in connection with relating to this Agreement Agreement, or the breach breach, termination or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesinvalidity hereof, with the claiming party including claims for tortious interference or other tortious or statutory claims arising before, during or after termination, providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided only that such thirty (30)-Business Day period may be extended claim touches upon agreement of the parties)matters covered by this Agreement, then, at the election of either party, the Dispute shall be finally settled as follows: (a) The by arbitration shall be conducted administered by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) pursuant to the Commercial Arbitration Rules as presently in effect at the time of the arbitrationforce, except as they modified by the specific provisions of this Agreement. The parties expressly agree that nothing in this Agreement shall prevent the parties from applying to a court that would otherwise have jurisdiction over the parties for provisional or interim measures, including injunctive relief. After the arbitration panel is empaneled, it shall have sole jurisdiction to hear such applications, except that the parties agree that any measures ordered by the arbitrators may be modified herein or immediately and specifically enforced by mutual agreement of a court otherwise having jurisdiction over the parties. The seat of parties agree that judgment on the arbitration shall award may be New York, New Yorkentered by any court having jurisdiction thereof. (b) The arbitrator shall be selected by parties agree that the AAA from its list of qualified arbitrators federal and state courts located in Houston, Texas shall have no actual exclusive jurisdiction over an action brought to enforce the rights and obligations created in or potential conflict arising from this Agreement to arbitrate, and each of interests the parties hereto irrevocably submits to the jurisdiction of said courts. Notwithstanding the above, application may be made by a party to any court of competent jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for such enforcement. Process in connection with deciding any action arising out of or hearing relating to this Agreement may be served on any party to the DisputeAgreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested. (c) The arbitration shall be conducted before a tribunal composed of three neutral arbitrators drawn from, in the first instance, the Texas Large Complex Claims panel and then, if necessary, from the Commercial panel. Each arbitrator shall sign an expedited manneroath agreeing to be bound by the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the AAA for Neutral Arbitrators. There It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of any arbitrator. Prior to his or her formal appointment, each arbitrator shall be one round disclose to the parties and to the other members of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, any financial, fiduciary, kinship or other relationship between that arbitrator and no reply any party or rejoinder submissions its counsel, or between that arbitrator and any individual or entity with any financial, fiduciary, kinship or other relationship with any party. For the purposes of this Agreement, “appearance of impropriety” shall be made unless defined as such relationship or behavior as would cause a reasonable person to believe that bias or partiality on the tribunal expressly so authorizespart of the arbitrator may exist in favor of any party. Any award or portion thereof, whether preliminary or final, shall be in a written opinion containing findings of fact and conclusions of law signed by each arbitrator. The hearing arbitrator dissenting from an award or portion thereof shall be held within four (4) months of issue a dissent from the constitution of award or portion thereof in writing, stating the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify reasons for the parties, on the basis of its assessment of the case as of that time, the specific issues his or matters it believes should be addressedher dissent. The tribunal arbitrators shall endeavor hear and determine any preliminary issue of law asserted by a party to render its award within six (6) weeks be dispositive of any claim, in whole or part, in the last day manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardarbitrators deem appropriate. (d) Any request for production of documents or other information It is subject to the express authorization intent of the tribunalparties that, which barring extraordinary circumstances, any arbitration hearing shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution be concluded within two months of the disputedate the statement of claim is received by the AAA. Unless the parties otherwise agree, once commenced, hearings shall be held 5 days a week, with each hearing day to begin at 9:00 A.M. and to conclude at 5:00 P.M. The parties may upon agreement extend these time limits, or the chairman of the panel may extend them if he or she determines that the interests of justice otherwise require. The arbitrators shall use their best efforts to issue the final award or awards within a period of 30 days after closure of the proceedings. Failure to do so shall not be a basis for challenging the award. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestand arbitrators shall treat all aspects of the arbitration proceedings, including without limitation, discovery, testimony and other evidence, briefs and the tribunal should authorizeaward, production only as strictly confidential. The place of specific documents or narrow and specific categories of documents that are critical to arbitration shall be Houston, Texas, U.S.A. unless otherwise agreed by the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partyparties. (e) The parties agree that the arbitration discovery shall be kept confidential limited and that shall be handled expeditiously. Discovery procedures available in litigation before the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations courts shall not apply (i) if disclosure is in an arbitration conducted pursuant to this Agreement. However, each party shall produce relevant and non-privileged documents or copies thereof requested by the other parties within the time limits set and to the extent required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out order of the award. (f) For arbitrators. All disputes regarding discovery shall be promptly resolved by the avoidance of doubt, the tribunal arbitrators. No witness or party may grant specific performance or injunctive relief where authorized under this Agreement or applicable be required to waive any privilege recognized at law. The parties hereby waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitration tribunal is specially divested of any power to award any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. The party prevailing on substantially all of its claims shall have the authority be entitled to make orders for interim relief necessary to preserve a party’s rightsrecover its costs, including preliminary injunctive relief. The parties agree that any ruling by attorneys’ fees, for the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New Yorkproceedings, as well as all appellate courts having jurisdiction over appeals from for any of the foregoingancillary proceeding, for the limited purpose of: (i) an application including a proceeding to compel arbitration arbitration, to request interim measures or to resolve any dispute concerning the validity confirm or effectiveness of this agreement to arbitrate; or (ii) set aside an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyaward. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be exclusively by arbitration, conducted by a single (1) before an arbitrator in Houston, Texas in accordance with the Commercial Arbitration National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) then in effect at effect. Judgment may be entered on the time arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the arbitrationprovisions of Articles 11, except as they 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be modified herein or by mutual agreement granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the parties. The seat conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be New Yorkvalid, New York. (b) The arbitrator shall be selected by binding, final and non-appealable; provided however, that the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties hereto agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) arbitrator shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or empowered to award punitive damages against any person necessary party to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable lawsuch arbitration. The tribunal Company shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling bear all administrative fees and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator’s ). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be borne equally by made not later than the partiesclose of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, unless however, that, upon Employee’s termination of employment with the arbitrator determines Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such costs or a part thereof shall otherwise be borne by the parties. (jpayment delay is required under Section 409A(a)(2)(B)(i) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13Code. For In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the avoidance date that is 10 years after the date of doubt, if a dispute, controversy or claim relates to Employee’s termination of employment with the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Company.

Arbitration. Any controversy arising out of or in connection with a. All disputes under this Agreement or shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice employment rules of the Dispute arbitration (the “Notice of Dispute”"AAA Rules") to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“the "AAA”) in effect at the time of the arbitration, except as they "). Arbitration may be modified herein or commenced at any time by mutual agreement of any party hereto giving written notice (the parties"Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from its list the panels of qualified arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall have no actual or potential conflict be accompanied by a written opinion of interests the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with deciding the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or hearing judgment upon the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed award rendered by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party mayarbitrator hereunder, in addition to any other remedies available relief to itwhich the prevailing party may be entitled. For purposes of this Section 7, seek an injunction "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to prohibit the prevailing party. b. Notwithstanding subsection a. of this Section 7, to the extent that arbitration of a dispute hereunder is not legally permitted such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm parties to such dispute are prohibited at the time of such dispute from mutually agreeing to submit such dispute to arbitration, either party may commence a civil action in a court of appropriate jurisdiction to resolve such dispute. The prevailing party in such proceedings shall be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred in that action or proceeding, in addition to any breach or anticipated breach of the covenants set forth in this Agreement would other relief to which such party may be irreparable and immediateentitled. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth c. Nothing contained in this Section 13 and any arbitration conducted hereunder 7 shall be governed by Title 9 (Arbitration) of prevent the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve settling any dispute concerning the validity or effectiveness of this by mutual agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for at any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedytime. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation Executive’s employment by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute Company shall be finally settled as follows: (a) The arbitration shall be exclusively by arbitration, conducted by before a single (1) neutral arbitrator in accordance with the Commercial American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the American Arbitration Association (“AAA”) in effect at provisions of Sections 7, 8 or 9 of this Agreement and the time Executive hereby consents that such restraining order or injunction may be granted without the necessity of the arbitrationCompany’s posting any bond, except as they may and provided, further, that the Executive shall be modified herein entitled to seek specific performance of his right to be paid until the date of employment termination during the pendency of any dispute or by mutual agreement controversy arising under or in connection with this Agreement. The Executive expressly acknowledges and agrees that if the Company has a reasonable good faith belief that he is in violation of any of the partiesrestrictive covenants set forth in said Sections 7, 8 or 9, then the Company, following written notice to the Executive explaining the basis for its belief, may suspend any future payments scheduled to be made pursuant to Section 4, unless and until the Executive establishes to the Company’s reasonable good faith satisfaction that no such violation has occurred. Each party shall pay its own attorneys’ fees and costs. If any party prevails on a statutory claim which affords attorneys’ fees and costs, the arbitrator may award reasonable attorneys’ fees and/or costs to the prevailing party. The seat fees and expenses of the arbitrator and the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the partiesCompany. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. (a) Any controversy and all other disputes, controversies and claims arising out of or in connection relating to this Agreement, or with respect to the interpretation of this Agreement Agreement, or the breach rights or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice obligations of the Dispute (the “Notice parties and their successors and permitted assigns, whether by operation of Dispute”) law or otherwise, shall be settled and determined by arbitration in New York City, New York pursuant to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules then existing rules of the American Arbitration Association (“"AAA”") in effect at the time of the for commercial arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator In the event that the Executive disputes a determination that Cause exists for terminating his employment hereunder pursuant to Paragraph 7(b), or the Company disputes the determination that Good Reason exists for the Executive's termination of this Agreement pursuant to Paragraph 7(c), either party disputing this determination shall serve the other with written notice of such dispute ("Dispute Notice") within thirty (30) days after the date the Executive is terminated for Cause or the date the Executive terminates this Agreement for Good Reason. Within fifteen (15) days thereafter, the Executive or the Company, as the case may be, shall, in accordance with the Rules of the AAA, file a petition with the AAA for arbitration of the dispute, the costs thereof to be shared equally by the Executive and the Company unless an order of the AAA provides otherwise. If the Executive serves a Dispute Notice upon the Company, an amount equal to the portion of the Base Salary Executive would be entitled to receive hereunder shall be selected placed by the Company in an interest-bearing escrow account mutually agreeable to the parties or the Company shall deliver an irrevocable letter of credit for such amount plus interest containing terms mutually agreeable to the parties. If the AAA from its list of qualified arbitrators determines that Cause existed for the termination, the escrowed funds and accrued interest shall have no actual be paid to the Company. However, in the event the AAA determines that the Executive was terminated without Cause or potential conflict of interests in connection with deciding or hearing that Executive resigned for Good Reason, the Disputeescrowed funds and accrued interest shall be paid to the Executive. (c) The arbitration Any proceeding referred to in Paragraph 9(a) or (b) shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential also determine Executive's entitlement to legal fees as directed by well as all other disputes between the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, parties relating to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardExecutive's employment. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, covenant and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence decision of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and AAA shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assetsand hereby waive their right to appeal therefrom. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy To the maximum extent permitted by law, all disputes, controversies, claims, or demands of any kind or nature arising out of or between the parties in connection with this Agreement Agreement, whether at law or the breach in equity or validity thereof (a “Dispute”) shall first based upon common law or any federal or state statute, rule, or regulation, that cannot be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after through NFM’s internal complaint resolution procedures, shall be submitted to binding arbitration by the claiming American Arbitration Association; provided, however, that this arbitration requirement shall not apply to any action by either party delivers to obtain injunctive relief to prevent any violation by the Notice other party of Dispute (provided that such thirty (30)-Business Day period the terms of this Agreement, which injunctive action may be extended upon agreement brought in any court of the parties), then, at the election competent jurisdiction. The filing of a claim for injunctive relief shall not allow either party, the Dispute party to raise any other claim outside arbitration. Any arbitration commenced hereunder shall be finally settled as follows: (a) initiated in Boulder, Colorado and shall be governed by the AAA National Rules for the Resolution of Employment Disputes. The arbitration shall be conducted by occur before a single (1) arbitrator that shall be mutually agreed upon by the parties hereto. If the parties cannot agree on a single arbitrator, then an arbitrator shall be selected in accordance with the Commercial Arbitration Rules rules of AAA. The arbitration must be filed within six months of the American Arbitration Association (“AAA”) in effect at act or omission which gives rise to the time claim. Each party shall be entitled to take any discovery as is permitted by the applicable rules and the arbitrator. In determining the extent of discovery, the arbitrator shall exercise discretion, but shall consider the expense of the arbitrationdesired discovery and the importance of the discovery to a just adjudication. The findings, except as they conclusions, and award rendered in any arbitration shall be binding upon the parties and shall finally determine all questions of fact relating to the dispute. Judgment upon the arbitration award may be modified herein entered in the appropriate court, state or federal, having jurisdiction, and each party expressly waives any right to appeal any such judgment rendered by mutual agreement the court. Any party may apply to a court of competent jurisdiction for entry of judgment on the partiesarbitration award. The seat costs of the arbitration shall be New York, New York. (b) The arbitrator shall be selected advanced equally by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on however the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect prevailing party in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents arbitration or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary legal action brought to enforce or defend the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach terms of this Agreement because of the difficulty of ascertaining the amount of damage that will shall be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party mayentitled, in addition to any other remedies available to itsuch party, seek to an injunction to prohibit such breach or anticipated breachaward of reasonable attorney’s fees and costs. Each Any party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request may apply to a court of competent jurisdiction for any entry of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of judgment on the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines award. The parties agree that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having failure to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to comply with the provisions of this Section 13paragraph shall constitute grounds for the dismissal of any suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any dispute which arises during the period of this Agreement and which is subject to this arbitration agreement. The arbitration provisions of this Agreement are specifically enforceable by each party to the Agreement and shall survive the termination or expiration of the Agreement. THE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALL ARBITRABLE DISPUTES MEANS THE EXECUTIVE IS AGREEING TO WAIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY RIGHT THE EXECUTIVE MAY HAVE TO ASK FOR A JURY OR COURT TRIAL IN ANY DISPUTE WITH THE COMPANY.

Arbitration. Any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be exclusively by arbitration, conducted by a single (1) before an arbitrator in New York, New York in accordance with the Commercial Employment Arbitration Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction. Notwithstanding the foregoing, (“AAA”a) the Company shall be entitled to seek a restraining order or injunction in effect at the time any court of competent jurisdiction to prevent any continuation of any violation of the arbitration, except as they provisions of Articles VI or VII of this Agreement and the Executive hereby consents that such restraining order or injunction may be modified herein or by mutual agreement of granted without requiring the parties. The seat of the arbitration shall be New YorkCompany to post a bond, New York. and (b) The arbitrator the Executive shall be selected by the AAA from its list entitled to seek a restraining order or injunction in any court of qualified arbitrators and shall have no actual or potential conflict competent jurisdiction to prevent any continuation of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months any violation of the constitution provisions of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6Section 7.4(b) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of and the difficulty of ascertaining Company hereby consents that such restraining order or injunction may be granted without requiring the amount of damage that will be suffered in the event that this Agreement is breachedExecutive to post a bond. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose ofOnly individuals who are: (i) an application to compel arbitration or to resolve any dispute concerning lawyers engaged full-time in the validity or effectiveness practice of this agreement to arbitrate; or law and (ii) on the AAA register of arbitrators shall be selected as an application for relief in aid of arbitration or enforcement of an arbitration award arbitrator. Within twenty (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any 20) days of the foregoing remedies conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided, however, that the parties hereto agree that the arbitrator shall not be deemed incompatible with or a waiver of empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party’s right to arbitrate. Each party hereby waives any requirement for , the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees and expenses shall be borne equally by the parties, unless parties thereto. In the arbitrator determines that such costs or a part thereof shall otherwise be borne by event action is brought to enforce the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend provisions of this Agreement pursuant to this Section 269.9, the non-prevailing parties may by written agreement: (i) vary shall be required to pay the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu reasonable attorney’s fees and expenses of the arrangement described prevailing parties, except that if in this Section 13. For the avoidance opinion of doubtthe court or arbitrator deciding such action there is no prevailing party, if a dispute, controversy or claim relates to the issue or question of whether a each party has breached shall pay its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder own attorney’s fees and be subject to the provisions of this Section 13expenses.

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The If any dispute arises between the Executive and the Company that the parties cannot resolve themselves, including any dispute over the application, validity, construction, or interpretation of this Agreement, arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules then-applicable rules of the American Arbitration Association shall provide the exclusive remedy for resolving any such dispute, regardless of its nature; provided, however, that the Company may enforce the Executive's obligations under paragraphs 8 and 9 hereof by an action for injunctive relief and damages in a court of competent jurisdiction at any time prior or subsequent to the commencement of an arbitration proceeding as herein provided. (“AAA”b) This paragraph 19 shall apply to claims arising under state and federal statutes, local ordinances, and the common law. The arbitrator shall apply the same substantive law that a court with jurisdiction over the parties and their dispute would apply under the terms of this Agreement. The arbitrator's remedial authority shall equal the remedial power that a court with jurisdiction over the parties and their dispute would have. The arbitrator shall, upon an appropriate motion, dismiss any claim brought in effect at arbitration if he or she determines that the time claim could not properly have been pursued through court litigation. If the then-applicable rules of the American Arbitration Association conflict with the procedures of this paragraph 19, the latter shall apply. (c) If the parties cannot agree upon an arbitrator, the parties shall select a single arbitrator from a list of seven arbitrators provided by the New York, New York office of the American Arbitration Association. All seven listed arbitrators shall be retired judges experienced in employment law and/or persons actively involved in hearing private cases. If the parties cannot agree on selecting an arbitrator from that list, then the parties shall alternately strike names from the list, with the first party to strike being determined by lot. After each party has used three strikes, the remaining name on the list shall be the arbitrator. (d) Each party may be represented by counsel or by another representative of the party's choice, and each party shall pay the costs and fees of its counsel or other representative and its own filing or administrative fees. The non-prevailing party (as determined by the arbitrator) shall bear the fees and costs of the arbitrator. (e) The arbitrator shall render an award and opinion in the form typical of those rendered in labor arbitrations, and that award shall be final and binding and non-appealable. To the extent that any part of this paragraph 19 is found to be legally unenforceable for any reason, that part shall be modified or deleted in such a manner as to render this paragraph 19 (or the remainder of this paragraph) legally enforceable and as to ensure that except as provided in clause (b) of this paragraph 19, all conflicts between the Company and the Executive shall be resolved by neutral, binding arbitration. The remainder of this paragraph 19 shall not be affected by any such modification or deletion but shall be construed as severable and independent. If a court finds that the arbitration procedures of this paragraph 19 are not absolutely binding, then the parties intend any arbitration decision to be fully admissible in evidence, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted by law. (f) Unless the parties agree otherwise, any arbitration shall take place in New York, New York in such location as agreed to by the Company and the Executive. If the parties cannot agree upon a location for the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of arbitrator shall determine the arbitration shall be location within New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, Except to the extent practicableprovided in Section 11, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by in the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure event that any such requests are as limited and disciplined as is consistent with dispute, controversy or claim arises between the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 Company or any similar provision. A party may request, National and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award Executive with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of and the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22rights hereunder, such dispute, controversy or claim shall be deemed resolved by binding arbitration before a panel of three arbitrators selected in accordance with the American Arbitration Association (the “AAA”). The arbitration shall be conducted in accordance with the Expedited Employment Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration (or such other rules as the parties may agree to in writing), and otherwise in accordance with principles which would be applied by a “Dispute” hereunder court of law or equity. The determination reached in such arbitration shall be final and binding on both parties without any right of appeal or further dispute. Execution of the determination by such arbitration panel may be subject sought in any court of competent jurisdiction. The arbitrators shall not be bound by judicial formalities and may abstain from following the strict rules of evidence and shall interpret this Agreement as an honorable engagement and not merely as a legal obligation. Unless otherwise agreed by the parties, any such arbitration shall take place in a location selected by the Company which is a convenient forum for such arbitration (taking into account the availability of a sufficient pool of experienced arbitrators) and not more than 100 miles from the Executive’s principal place of employment at the Effective Date (or at such other location as may be agreed upon by the parties), and shall be conducted in accordance with the Rules of the AAA. In the event of the occurrence of any proceeding (including the appeal of an arbitration decision) between the Company or National and the Executive with respect to the provisions subject matter of this Section 13Agreement and the enforcement of rights hereunder, the Company or National shall reimburse the Executive for all reasonable costs and expenses relating to such proceeding, including reasonable attorneys’ fees and expenses, regardless of the final outcome, unless the arbitration panel determines that recovery by the Executive of all or a part of such fees, costs and expenses would be unjust. In no event shall the Executive reimburse the Company for any of the costs and expenses relating to such litigation or other proceeding.

Arbitration. Any controversy arising out If the grievance is not resolved in Step Three of or in connection with this Agreement the Grievance Procedure, either the Association or the breach or validity thereof District may submit the grievance to arbitration by notifying the other party within ten (10) days after the answer to Step Three. The submission to arbitration shall contain a “Dispute”) statement of the issues to be arbitrated, reference to the specific Article and Section allegedly violated, the contention of the party filing for arbitration, and shall first be resolved through good faith negotiation signed by the parties, with Local Association President or his/her designee and the claiming party providing employee involved. Within the ten (10) days following receipt of the written notice of intent to arbitrate, the Dispute (Association or a representative of the “Notice of Dispute”) District shall file a demand for arbitration with the American Arbitration Association, with a copy to the other party, which notice . The arbitrator shall describe in sufficient detail then be selected according to the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shownAssociation. Failure to comply with any time period set out of these provisions shall render the grievance non-arbitrable. It shall be the function of the arbitrator, and he/she shall be empowered, except as his/her powers are limited by this Agreement, after due investigation, to make a decision in cases of alleged violation of a specific Article(s) and Section(s) of this Section 13 Agreement. He/she shall have no power to add to, subtract from, disregard, alter or modify any of the terms of this Agreement. He/ she shall have no power to establish salary structures or change any salary or wage. He/she shall not affect in any way the jurisdiction substitute his/her judgment for that of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject District's as to the express authorization qualifications and ability of an employee, if such judgment was not arbitrary or capricious. In rendering decisions, the tribunal, which arbitrator shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical give due regard to the fair presentation responsibility of a party’s case and reasonably believed to exist and be in management as conditioned by this Agreement. If the possession, custody or control District disputes the arbitrability of any grievance under the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 terms of this Agreement, the agreement arbitrator shall have to arbitrate decide if the grievance is arbitrable before hearing the merits of the grievance. In the event that a case is appealed to an arbitrator on which he/ she has no power to rule, it shall be referred back to the parties without decision or recommendation on its merits. There shall be no appeal from an arbitrator's decision if within the scope of his/her authority as set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights)above. A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and It shall be final and binding on the Association, its members, the employee(s) involved, and the District. The fees and expenses of the arbitrator shall be shared equally by the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisionsAll other costs and expenses of arbitration, without having to amend this Agreement pursuant to Section 26including filing fees and witness expenses, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to borne by the provisions of this Section 13party incurring them.

Arbitration. Any dispute or controversy arising out of under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be exclusively by arbitration, conducted by a single (1) before an arbitrator in Houston, Texas in accordance with the Commercial Arbitration National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) then in effect at effect. Judgment may be entered on the time arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the arbitrationprovisions of Articles 9, except as they 10, 11 or 13 of this Agreement and Employee hereby consents that such restraining order or injunction may be modified herein or by mutual agreement granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the parties. The seat conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be New Yorkvalid, New York. (b) The arbitrator shall be selected by binding, final and non-appealable; provided however, that the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties hereto agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) arbitrator shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or empowered to award punitive damages against any person necessary party to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable lawsuch arbitration. The tribunal Company shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling bear all administrative fees and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 9, 10, 11 or 13, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator’s ). Any reimbursement of reasonable legal fees and expenses required under this Section 14.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be borne equally by made not later than the partiesclose of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, unless however, that, upon Employee’s termination of employment with the arbitrator determines Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such costs or a part thereof shall otherwise be borne by the parties. (jpayment delay is required under Section 409A(a)(2)(B)(i) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13Code. For In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the avoidance date that is 10 years after the date of doubt, if a dispute, controversy or claim relates to Employee’s termination of employment with the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Company.

Arbitration. Any controversy arising out (a) If a grievance alleging that a disciplinary action (reduction in base pay, demotion, involuntary transfer of more than 50 miles by highway, suspension, or in connection with this Agreement or the breach or validity thereof (a “Dispute”dismissal) shall first be resolved through good faith negotiation by the partieswas taken without cause, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between at Step 2, the parties PBA representative may appeal the grievance in writing to arbitration on the appropriate form as contained in Appendix C of this Agreement within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement 10 days following receipt of the partiesdecision at Step 2. If a contract language dispute as described in (3), thenabove, is not resolved at Step 3, the PBA representative may appeal the grievance in writing to arbitration on the appropriate form as contained in Appendix C of this Agreement within 10 days following receipt of the decision at Step 3. If, at the election of either partyinitial written step, the Dispute shall be finally settled as follows: (a) PBA declined to represent the grievant because he was not a member of the PBA, the grievant may appeal the grievance to arbitration. The appeal to arbitration shall be conducted by a single (1) arbitrator in accordance filed with the Commercial Arbitration Rules Department of Management Services on the form contained in Appendix C of this Agreement and shall include a copy of the American Arbitration Association grievance forms submitted at Steps 1, 2, and 3 (“AAA”if applicable) together with all written responses and documents in effect at the time support of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkgrievance. (b) The arbitrator shall be one person from a panel of four arbitrators selected by the AAA from its list Parties. The Department of qualified arbitrators Management Services’ Arbitration Coordinator shall schedule the arbitration hearing with the state and PBA representatives and the arbitrator listed next on the panel in rotation and shall have no actual or potential conflict of interests in connection with deciding or coordinate the arbitration hearing the Disputetime, date, and location. (c) At least fifteen days before the scheduled date of the arbitration hearing, the parties shall file with the arbitrator, and provide to each other, a list of witnesses to be called at the hearing, except rebuttal witnesses, and a brief statement of the material facts or matters relevant to the grievance about which each witness will testify. A party may file a written request with the arbitrator, with a concurrent copy to the other party, for an exception to the filing time limits for good cause. If such exception is granted, the other party may request that the hearing be rescheduled if necessary for the party to respond to the late filed witness information. (d) The parties may, by agreement in writing, submit related grievances for hearing before the same arbitrator. Arbitration hearings shall be scheduled as soon as feasible but not more than five months following the receipt of the Request for Arbitration Form. If the arbitrator initially selected is not available to schedule within this period, the Arbitration Coordinator shall contact succeeding arbitrators on the panel until an arbitrator is identified who can schedule within the prescribed period. A party may request of the arbitrator, with notice to the other party and the Arbitration Coordinator, an extension of time/continuance based on documented unusual and compelling circumstances. The parties may agree to schedule a hearing beyond the five-month deadline. The Arbitration Coordinator shall schedule arbitration hearings at times and locations agreed to by the parties, taking into account the availability of evidence, location of witnesses and existence of appropriate facilities, as well as other relevant factors; however, unless agreed otherwise, all hearings shall be held within 50 miles of the grievant(s)’ place of work. (e) Where there is a threshold issue regarding arbitrability, including timeliness, of a grievance raised by either party, an expedited arbitration hearing shall be conducted in to address only the arbitrability issue. In such cases, the parties shall choose an expedited mannerarbitrator from the panel of arbitrators (see (5)(b) above), who is available to schedule a hearing and render a decision within 15 days of an arbitrator being chosen for this limited purpose. There The hearing on this issue shall be limited to one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunalday, and no reply or rejoinder submissions the arbitrator shall be made unless required to decide the tribunal expressly so authorizesissue within five business days of the hearing. The hearing shall be held within four (4) months conducted by telephone upon the agreement of the constitution parties and the arbitrator. The party losing the arbitrability issue shall pay the fees and expenses of the arbitral tribunal and shall continueexpedited arbitration. If the arbitrator determines that the issue is arbitrable, to the extent practicable, from Business Day to Business Day until completed. There another arbitrator shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for chosen from the parties, ’ regular arbitration panel in accordance with the provisions of (5)(b) of this Article to conduct a hearing on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the awardsubstantive issue(s). (f) For The arbitrator may fashion an appropriate remedy to resolve the avoidance of doubtgrievance and, provided the tribunal may grant specific performance or injunctive relief where authorized decision is in accordance with his jurisdiction and authority under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the partiesstate, the PBA, the grievant(s), and the employees in the bargaining unit. Judgment upon In considering a grievance the arbitrator shall be governed by the following provisions and limitations: 1. The arbitrator shall issue a decision not later than 22 days from the date of the closing of the hearing or the submission of briefs, whichever is later. 2. The arbitrator’s decision shall be in writing, shall be determined by applying a preponderance of the evidence standard, and shall set forth the arbitrator’s opinion and conclusions on the issue(s) submitted. 3. The arbitrator shall have no authority to determine any other issue, and shall refrain from issuing any statement of opinion or conclusion not essential to the determination of the issues submitted. 4. The arbitrator shall limit the decision strictly to the application and interpretation of the specific provisions of this Agreement. 5. The arbitrator shall be without power or authority to make any decisions that are: a. Contrary to or inconsistent with, adding to, subtracting from, or modifying, altering or ignoring in any way, the terms of this Agreement, or of applicable law or rules or regulations having the force and effect of law. b. Limiting or interfering in any way with the power, duties and responsibilities of the state under its Constitution, applicable law, and rules and regulations having the force and effect of law, except as such powers, duties and responsibilities have been abridged, delegated or modified by the express provisions of this Agreement. 6. The arbitrator’s award may include back pay, to the Grievant(s); however, the following limitations shall apply to such monetary awards: a. An award of back pay shall not exceed the amount of pay the grievant would otherwise have earned at his regular rate of pay, shall be entered reduced by any court having jurisdiction thereof the amount of wages earned from other sources or having jurisdiction monies received as reemployment assistance benefits during the back pay period, shall not include punitive damages, shall not be retroactive to a date earlier than 15 days prior to the date the grievance was initially filed. b. If the Association is granted a continuance to reschedule an arbitration hearing over the relevant party objection of the agency, the agency will not be responsible for back pay for the period between the original hearing date or its assetsthe end of the five month period described in (5)(d), above, whichever is later, and the rescheduled date. (kg) Notwithstanding The fees and expenses of the foregoing provisionsarbitrator shall be borne solely by the party who fails to prevail in the hearing; however, without having each party shall be responsible for compensating and paying the expenses of its own representatives, attorneys and witnesses. The arbitrator shall submit his fee and expense statement to amend this Agreement pursuant to Section 26the Arbitration Coordinator for processing in accordance with the arbitrator’s contract. Should the arbitrator fashion an award in such a manner that the grievance is sustained in part and denied in part, the parties state and the PBA will evenly split the arbitrator’s fee and expenses. (h) A party may by schedule a stenotype reporter to record the proceedings. Such party is responsible for paying the appearance fee of the reporter. If either party orders a transcript of the proceedings, the party shall pay for the cost of the transcript and provide a photocopy to the arbitrator. The party shall also provide a photocopy of the transcript to the other party upon written agreement: request and payment of copying expenses ($.15 per page). (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form The PBA will not be responsible for costs of dispute resolution an arbitration to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if which it was not a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Party.

Arbitration. The parties shall endeavor to settle all disputes by ----------- amicable negotiations. Any claim, dispute, disagreement or controversy arising out that arises among the parties relating to this Option Agreement (excluding enforcement by the Company of or in connection with this its rights under the Agreement or the breach or validity thereof (a “Dispute”Not to Compete) that is not amicably settled shall first be resolved through good faith negotiation by the partiesarbitration, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The Any such arbitration shall be conducted by heard in the District of Columbia, before a single panel consisting of one (1) arbitrator to three (3) arbitrators, each of whom shall be impartial. Except as the parties may otherwise agree, all arbitrators shall be appointed in accordance with the Commercial Arbitration Rules first instance by the appropriate official in the District of Columbia office of the American Arbitration Association (“AAA”) or, in effect at the time event of his or her unavailability by reason of disqualification or otherwise, by the appropriate official in the New York City office of the arbitration, except as they may be modified herein or by mutual agreement American Arbitration Association. In determining the number and appropriate background of the partiesarbitrators, the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and their identity shall be final. The seat Except as otherwise provided in this Section 25, all of the arbitration proceedings shall be New York, New Yorkconducted in accordance with the rules of the arbitrators. (b) The arbitrator An arbitration may be commenced by any party to this Option Agreement by the service of a written request for arbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or claim to be arbitrated, and shall be selected referred by the AAA from its list complaining party to the appointing authority for appointment of arbitrators ten (10) days following such service or thereafter. If the panel of arbitrators is not appointed by the appointing authority within thirty (30) days following such reference, any party may apply to any court within the District of Columbia for an order appointing arbitrators qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Disputeas set forth below. (c) The All attorneys' fees and costs of the arbitration shall in the first instance be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed borne by the tribunalrespective party incurring such costs and fees, but the arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no reply or rejoinder submissions circumstances shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of an award contain any amount that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardreflects punitive damages. (d) Any request for production of documents or other information is subject to Judgment on the express authorization of award rendered by the tribunal, which shall endeavor to ensure that arbitrators may be entered in any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partycourt having jurisdiction thereof. (e) The It is intended that controversies or claims submitted to arbitration under this Section 25 shall remain confidential, and to that end it is agreed by the parties agree that neither the arbitration facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be kept confidential and that disclosed to third persons at any time, except to the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person extent necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is enforce an award or judgment or as required by law or regulatory obligations in response to legal process or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyarbitration. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. The parties shall endeavor to settle all disputes by ----------- amicable negotiations. Any claim, dispute, disagreement or controversy arising out that arises among the parties relating to this Option Agreement (excluding enforcement by the Company of or in connection with this its rights under the Agreement or the breach or validity thereof (a “Dispute”Not to Compete) that is not amicably settled shall first be resolved through good faith negotiation by the partiesarbitration, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The Any such arbitration shall be conducted by heard in the District of Columbia, before a single panel consisting of one (1) arbitrator to three (3) arbitrators, each of whom shall be impartial. Except as the parties may otherwise agree, all arbitrators shall be appointed in accordance with the Commercial Arbitration Rules first instance by the appropriate official in the District of Columbia office of the American Arbitration Association (“AAA”) or, in effect at the time event of his or her unavailability by reason of disqualification or otherwise, by the appropriate official in the New York City office of the arbitration, except as they may be modified herein or by mutual agreement American Arbitration Association. In determining the number and appropriate background of the partiesarbitrators, the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and their identity shall be final. The seat Except as otherwise provided in this Section 26, all of the arbitration proceedings shall be New York, New Yorkconducted in accordance with the rules of the arbitrators. (b) The arbitrator An arbitration may be commenced by any party to this Option Agreement by the service of a written request for arbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or claim to be arbitrated, and shall be selected referred by the AAA from its list complaining party to the appointing authority for appointment of arbitrators ten (10) days following such service or thereafter. If the panel of arbitrators is not appointed by the appointing authority within thirty (30) days following such reference, any party may apply to any court within the District of Columbia for an order appointing arbitrators qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Disputeas set forth below. (c) The All attorneys' fees and costs of the arbitration shall in the first instance be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed borne by the tribunalrespective party incurring such costs and fees, but the arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no reply or rejoinder submissions circumstances shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of an award contain any amount that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardreflects punitive damages. (d) Any request for production of documents or other information is subject to Judgment on the express authorization of award rendered by the tribunal, which shall endeavor to ensure that arbitrators may be entered in any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partycourt having jurisdiction thereof. (e) The It is intended that controversies or claims submitted to arbitration under this Section 26 shall remain confidential, and to that end it is agreed by the parties agree that neither the arbitration facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be kept confidential and that disclosed to third persons at any time, except to the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person extent necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is enforce an award or judgment or as required by law or regulatory obligations in response to legal process or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyarbitration. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy controversy, dispute or claim (collectively, a "DISPUTE") between the parties arising out of or in connection with relating to this Agreement Agreement, or the breach breach, termination or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesthereof, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The by arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association (“"AAA”") then pertaining. However, in effect at the time of the arbitrationall events, except as they these arbitration provisions shall govern over any conflicting rules that may now or hereafter be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by contained in the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) rules. The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of York unless the foregoing, for the limited purpose of: (i) an application parties mutually agree to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of have the arbitration held elsewhere, and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment judgment upon the award made therein may be entered by any court having jurisdiction thereof in the State of New York; provided however, that nothing contained in this Article XVII shall be construed to limit or preclude a party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement during the pendency of the arbitration proceedings. Any judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the relevant party or its assets. (k) Notwithstanding subject matter hereof. The arbitrator shall have the foregoing provisionsauthority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve any claim hereunder. Any such arbitration will be conducted before a single arbitrator who shall be chosen by agreement of the parties, without having to amend this Agreement pursuant to Section 26or, if the parties may by written agreement: (i) vary cannot agree, in accordance with the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu rules of the arrangement described AAA. The arbitrator shall permit such discovery as he shall determine is appropriate in this Section 13the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. For Any such discovery shall be limited to information directly related to the avoidance of doubt, if a dispute, controversy or claim relates in arbitration and shall be concluded within sixty (60) days after appointment of the third arbitrator. The substantially prevailing party in any arbitration hereunder, as determined by the arbitrator, shall be entitled to an award of a percentage of its reasonable costs incurred in connection therewith, including attorneys' fees, determined by dividing the amount actually awarded to the issue prevailing party by the amount claimed by the prevailing party. For any Dispute submitted to arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision reached and will deliver such documents to each party to this Agreement along with a signed copy of the award. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or question otherwise affect the terms of whether a party has breached its obligations under Section 22, such dispute, controversy these arbitration provisions or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Agreement and shall make his decision based on and in accordance with the provisions of this Agreement.

Arbitration. Any controversy 14.1 Except with regard to Paragraph 12.1 hereof and any other matters that are not a proper subject of arbitration, all disputes between the parties hereto concerning the performance, breach, construction or interpretation of this Agreement or any portion thereof, or in any manner arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesperformance thereof, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator submitted to binding arbitration, in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association Association, which arbitration shall be carried out in the manner hereinafter set forth. 14.2 Within twenty (“AAA”20) in effect at days after written notice by one party to the time other of the its demand for arbitration, except as they may which demand shall set forth the name and address of its arbitrator, the other party shall select its arbitrator and so notify the demanding party. Within twenty (20) days thereafter, the two arbitrators so selected shall select the third arbitrator. The decision of any two (2) arbitrators shall be modified herein or by mutual agreement of binding upon the parties. The seat In default of either side naming its arbitrator as aforesaid or in default of the selection of the said third arbitrator as aforesaid, the American Arbitration Association shall designate such arbitrator upon the application of either party. The arbitration proceeding shall take place at a mutually agreeable location in Nassau County, New York or such other location as agreed to by the parties. 14.3 A party who files a notice of demand for arbitration must assert in the demand all claims then known to that party on which arbitration is permitted to be demanded. When a party fails to include a claim through oversight, inadvertence or excusable neglect, or when a claim has matured or been acquired subsequently, the arbitrators may permit amendment. A demand for arbitration shall be New Yorkmade within a reasonable time after the claim has arisen, New Yorkand in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim would be barred by the applicable statute of limitations. (b) 14.4 The arbitrator award rendered by the arbitrators shall be selected by the AAA from its list of qualified arbitrators final, binding and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration conclusive, shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunalspecifically enforceable, and no reply or rejoinder submissions shall judgment may be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters entered upon it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply in accordance with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be applicable law in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered appropriate court in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any with no right of appeal therefrom. 14.5 Each party shall pay its or his own expenses of arbitration, and the expenses of the foregoingarbitrators and the arbitration proceeding shall be equally shared; provided, for however, that, if, in the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness opinion of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any majority of the foregoing remedies shall not be deemed incompatible with arbitrators, any claim or a waiver defense was unreasonable, the arbitrators may assess, as part of their award, all or any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration part of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu expenses of the arrangement described in this Section 13. For other party (including reasonable attorneys' fees) and of the avoidance of doubtarbitrators and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if a dispute, controversy or claim the arbitration proceeding relates to the issue of "cause" for termination of employment, (a) if, in the opinion of a majority of the arbitrators, "cause" existed, the arbitrators shall assess, as part of their award, all of the arbitration expenses of the Company (including reasonable attorneys' fees) and of the arbitrators and the arbitration proceeding against the Employee or question (b) if, in the opinion of whether a party has breached its obligations under Section 22majority of the arbitrators, such dispute"cause" did not exist, controversy or claim the arbitrators shall be deemed to be a “Dispute” hereunder assess, as part of their award, all of the arbitration expenses of the Employee (including reasonable attorneys' fees) and be subject to of the provisions of this Section 13arbitrators and the arbitration proceeding against the Company.

Arbitration. Any controversy arising out of or in connection with The parties to this Agreement reserve the right to seek equitable relief from any court authorized to issue an injunction or the extraordinary writ with respect to any breach or validity thereof threatened breach of this agreement. Except as so reserved, the parties shall submit any disputes arising under the terms of this Agreement to arbitration as set forth in this paragraph. Except as otherwise provided in this Agreement, all disputes concerning this Agreement shall be decided by arbitration in accordance with the commercial rules and regulations of Judicial Arbitration and Mediation Services (a “Dispute”) "JAMS"), except to the extent such rules and regulations are inconsistent with the provisions of Section 20 of this document. All arbitration proceedings hereunder shall first be resolved through good faith negotiation conducted in Orange County California. The substantive law of the State of California shall be applied by the parties, with arbitrator to the claiming party providing written notice resolution of the Dispute (dispute provided that the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature decision of the Disputearbitrator shall be based upon the express terms, covenants and conditions of this Agreement. If the Dispute is not resolved between parties to the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either partydispute agree on one arbitrator, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by such arbitrator. If the parties to the dispute do not so agree, they shall request JAMS to provide a single list of three (3) potential arbitrators, each party shall notify JAMS of one (1) of the potential arbitrators on the list who is not acceptable to such party, and the potential arbitrator on the list who is not identified by the parties as unacceptable shall be the arbitrator who will conduct the arbitration. Each party to the dispute reserves the right to object to any individual arbitrator who is employed by or affiliated with another party. The parties to the dispute shall have the right to conduct discovery as specified for up to one month. Such discovery shall include the right to take depositions and subpoena witnesses. At the request of the Executive Director/CEO, arbitration proceedings shall be conducted in the utmost confidentiality. In such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator in accordance with confidentiality under seal, available for the Commercial Arbitration Rules inspection only of the American Arbitration Association (“AAA”) parties to the dispute and their respective attorneys and experts who have agreed in effect at the time advance in writing to receive and maintain all such information in confidence until such information becomes generally known. The arbitrator shall issue a written opinion of the arbitration, except as they may be modified herein or by mutual agreement arbitrator's findings of the partiesfact and conclusions of law. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected able to decree any and all relief of an equitable nature, including, without limitation, such relief as a temporary restraining order and a preliminary or permanent injunction, and shall also be able to award damages, with or without an accounting, and costs, except that the prevailing party shall be entitled to its reasonable attorneys’ fees. The decrees or judgment of an award rendered by the AAA from its list arbitrators shall be binding upon the parties and may be entered in any court having jurisdiction thereof. Reasonable notice of qualified arbitrators the time and shall have no actual or potential conflict place of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential given to all persons as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal Such persons and their authorized representative shall have the authority right to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive reliefattend or participate in all the arbitration hearings in such manner as the law requires. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling Costs and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid expenses of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the partiesCharter School. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any dispute, claim or controversy arising out of under or in connection with this Agreement or Executive’s employment hereunder or the breach or validity termination thereof shall (a “Dispute”except to the extent otherwise provided in Section 4(D) shall first with respect to injunctive relief) be resolved through good faith negotiation settled exclusively by arbitration administered by the parties, with the claiming party providing written notice of the Dispute American Arbitration Association (the “Notice of DisputeAAA”) to the other partyand carried out in Cleveland, which notice shall describe in sufficient detail the nature of the DisputeOhio. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the AAA’s Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitrationarbitration (the “AAA Rules”), except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited mannerherein. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed arbitrator mutually selected by the tribunalCompany and Executive, within thirty (30) days of receipt by respondent of the demand for arbitration. If the Company and no reply Executive cannot mutually agree on an arbitrator within thirty (30) days, then an arbitrator shall be promptly appointed by the AAA in accordance with the AAA Rules. i. The arbitration hearings shall (except to the extent otherwise reasonably provided by the arbitrator for good cause or rejoinder submissions as otherwise mutually agreed by the parties) commence within forty-five (45) days after the appointment of the arbitrator; the arbitration shall (except to the extent otherwise reasonably provided by the arbitrator for good cause or as otherwise mutually agreed by the parties) be completed within sixty (60) days of commencement of the hearings; and the arbitrator’s award shall be made unless the tribunal expressly so authorizeswithin thirty (30) days following such completion. ii. The hearing shall be held within four (4) months arbitrator may award any form of the constitution of relief permitted under this Agreement and applicable law, including damages and temporary or permanent injunctive relief, except that the arbitral tribunal and shall continue, is not empowered to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunalaward damages in excess of compensatory damages, and before ordering such submissionseach party hereby irrevocably waives any right to recover punitive, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues exemplary or matters it believes should be addressed. The tribunal shall endeavor similar damages with respect to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal arbitrator shall have no jurisdiction to vary the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 express terms of this Agreement. The Company and Executive shall equally bear all costs, the agreement to arbitrate set forth in this Section 13 fees and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) expenses of the United States Code. (h) arbitration, provided, however, that each party shall bear its own attorney’s fees. The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration arbitrator may award (including an application for a restraining order and/or injunction to preserve the partyattorney’s rights)fees. A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall state the reasons for the award. iii. The decision rendered by the arbitrator shall be final and binding on the parties. Judgment upon the award parties and may be entered by in any court having jurisdiction thereof of competent jurisdiction. The parties waive, to the fullest extent permitted by law, any rights to appeal to, or having jurisdiction over to seek review of such award by, any court. The parties further agree to obtain the relevant party or its assets. (k) Notwithstanding arbitral tribunal’s agreement to preserve the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu confidentiality of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13arbitration.

Arbitration. Any controversy arising out of or in connection with this Agreement or It shall be the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice function of the Dispute (the “Notice of Dispute”) to the other partyarbitrator, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute and he/she shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitrationempowered, except as they may be modified herein or by mutual agreement his/her powers are limited below, after due investigation, to make a decision in cases of alleged violation of the partiesspecific articles and sections of this Agreement. The seat Arbitrator: a. Shall have no power to add to, subtract from, disregard, alter or modify any of the arbitration terms of this agreement. b. Shall have no power to establish salary schedules or fringe benefits or change any salary schedules or fringe benefits. c. Shall have no power to rule on any prohibited subjects of bargaining. d. His/her powers shall be New Yorklimited to deciding whether the District or the MABA or the building administrator has violated the express written articles or sections of this Agreement, New Yorkand shall not imply obligations and conditions binding upon the District or the MABA from this agreement. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. e. There shall be no post-hearing submissions except appeal from an arbitrator’s decision, if within the scope of his/her authority, as directed by set forth above. It shall be binding on the tribunalMABA, and before ordering such submissionsits building administrators, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues employee or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestemployees involved, and the tribunal should authorize, production only of specific documents or narrow District. f. The fees and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control expenses of the other party. (e) The parties agree that the arbitration arbitrator shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne shared equally by the parties, unless District and the arbitrator determines that such costs or a part thereof MABA. All other expenses shall otherwise be borne by the partiesparty incurring them, and neither party shall be responsible for the expense of witnesses called by the other. g. All grievances must be filed in writing within five (j5) working days from the time the member knew or should have known that the alleged violation had occurred. The award District shall not be required to pay back wages more than five (5) days prior to the date a grievance is filed. 1. All claims for back compensation shall be in writing and shall be final and binding on limited to the parties. Judgment upon amount of wages that the award building administrator would otherwise have earned, less any compensation that he/she may be entered by have received from any court having jurisdiction thereof or having jurisdiction over source during the relevant party or its assetsperiod of the back pay claim. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above 2. No decision in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute one case shall require a retroactive wage adjustment in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13any other case.

Arbitration. Any controversy arising out of or in connection with this Agreement or If the breach or validity thereof (a “Dispute”) shall first be Claim is not resolved through good faith by negotiation by the parties, with the claiming party providing written notice conclusion of the Dispute (the “Notice of Dispute”) negotiation period referred to the other partyabove, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute Claim shall be finally settled as follows: (a) The resolved by final and binding arbitration shall be conducted administered by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time accordance with its Commercial Arbitration Rules and Title 9 of the arbitration, except as they U.S. Code. Judgment on the award rendered by the arbitrators may be modified herein or entered in any court having jurisdiction thereof. (a) Any Participating Party desiring to commence arbitration shall send a written notice (an "Arbitration Notice") to the other Participating Parties and to the AAA describing the dispute and setting forth the matters to be resolved by mutual agreement the arbitration. Within ten Business Days of the partiesdate of such notice (the "Notice Period"), any other Participating Party may, if such Participating Party does not agree with the description or statement of matters to be resolved, send an Arbitration Notice to the other Participating Parties and to the AAA describing the dispute and setting forth the matters to be resolved by the arbitration. The seat Within ten Business Days of the arbitration end of the Notice Period, the Participating Parties shall, if they can agree, select an arbitrator to resolve the dispute. In the event that the Participating Parties have not selected an arbitrator within ten Business Days of the end of the Notice Period, then the dispute shall be New Yorkresolved by majority decision of a panel of three arbitrators, New Yorkselected by the AAA in accordance with its rules. (b) The arbitrator shall be selected by In selecting arbitrators, the Participating Parties or the AAA from its list of qualified arbitrators shall select persons who are experienced in and shall knowledgeable about the information technology and telecommunications industries and are rendering no advice or services to, and within the past two years have rendered no actual material advice or potential conflict of interests in connection with deciding or hearing the Disputeservices to, any party to this Agreement. (c) The place of arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each partyAustin, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardTexas. (d) Any request for production of documents The arbitrator(s) shall have no authority to award punitive damages or any other information is subject damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the express authorization terms and conditions of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partythis Agreement. (e) The parties agree that At any time after the commencement of a proceeding hereunder, any Party may make an application to the arbitrators seeking injunctive relief until such time as the arbitration shall be kept confidential and that award is rendered or the existence of controversy is otherwise resolved. Any Participating Party may also apply to any court having jurisdiction hereof at any time to seek injunctive relief until such time as the proceeding and any element of it (including any pleadings, briefs arbitration award is rendered or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure controversy is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the awardotherwise resolved. (f) For The award shall be made within one month of filing of the avoidance Arbitration Notice, and the arbitrator(s) shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of doubt, the tribunal may grant specific performance parties or injunctive relief where authorized under this Agreement or applicable lawby the arbitrator(s) if necessary. The tribunal failure to meet these time limits shall have not invalidate the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediatewhen rendered. (g) Notwithstanding Section 11 Except as required by law or by regulation, or with the consent of this Agreementall parties involved in the proceeding, no party hereto shall disclose or disseminate any information relating to a Claim or to the agreement dispute resolution proceedings called for hereby except for disclosure to arbitrate set forth in this Section 13 those of its officers, employees, accountants, attorneys and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Codeagents whose duties reasonably require them to have access to such information. (h) The parties submit to Participating Parties in the non-exclusive jurisdiction arbitration shall share equally the costs and expenses of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitratearbitration. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof Participating Party shall otherwise be borne by the partiesbear its own fees and expenses. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or (a) Subject to Sections 10.2 and 10.3, if the breach or validity thereof Parties fail to resolve their dispute within seven (a “Dispute”7) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice days of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature start of the Disputemediation, the Parties will appoint an arbitrator having appropriate experience in the biopharmaceutical industry who will conduct an arbitration of the dispute. If the Dispute is Parties cannot resolved between the parties agree on a mutually acceptable arbitrator within thirty seven (307) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement days of the parties)decision to proceed to arbitration, then, at either Party may apply to a court of competent jurisdiction to appoint an qualified arbitrator having appropriate experience in the election of either party, the Dispute shall be finally settled as follows: (a) biopharmaceutical industry. The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of Act, 1991 (Ontario) and the American Arbitration Association (“AAA”) arbitrator shall also be empowered to hear injunctive proceedings in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkaccordance therewith. (b) The Notwithstanding Section 10.5 below, the arbitrator shall may include in its award an order as to the payment of the costs of the proceedings and reasonable counsel fees. Any Party ordered to pay costs may avail itself of any procedure for the taxing of costs, provided, however, that the Parties specifically agreed that the officer taxing such costs need not be selected bound by the AAA from its list any statutory scale of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Disputecosts. (c) The arbitration shall be conducted arbitrator will make its decision in an expedited manner. There shall be one round writing within fifteen (15) days of prehearing submissions by each partythe hearing and, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsParties otherwise agree, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should arbitrator’s reasons will be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon Parties and shall not be subject to any appeal although either Party may request clarification of the award may be and the arbitrator’s reasons. (d) The Parties consent to the award of the arbitrator being entered by in any court having jurisdiction thereof or having jurisdiction over for the relevant party or its assetspurposes of enforcement. In addition, if it appears to any Party that the arbitrator lacks the power to give effective interim relief, such Party may apply to any appropriate court for such relief. (ke) Notwithstanding All matters in dispute, all claims, submissions, evidence and findings, and the award itself shall be kept confidential by the arbitrator, and no information regarding any of the foregoing provisions, will be released to any Third Party or otherwise made public without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu consent of the arrangement described Parties, except as otherwise contemplated herein and except for such information which is not Confidential Information. (f) The Parties may with mutual consent, expand or abridge the time periods provided for in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Article 10.

Arbitration. Any controversy The sole and exclusive method for resolving all disputes under, arising out of of, related to, or in connection with this Agreement or the breach or validity thereof (shall be binding arbitration in New York, New York, in a “Dispute”) shall first be resolved through good faith negotiation proceeding administered by the partiesNew York, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules New York Office of the American Arbitration Association (“AAA”) in effect at accordance with the time Commercial Dispute Resolution and Procedures of the arbitration, except as they may be modified herein or by mutual agreement Arbitration Rules of the partiesAAA (the “Rules”). The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There by a single arbitrator jointly appointed by the parties; provided, however, that if the parties fail after good faith negotiation to agree on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed appointed by the tribunalAAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and no reply or rejoinder submissions his reasoning in writing. Each party shall bear all of its own costs and expenses related to any arbitration pursuant to this Section 23, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator, and the prevailing party shall not be entitled to recover any such costs and expenses from the non-prevailing party. The decision of the arbitrator shall be made unless the tribunal expressly so authorizesfinal and binding. The hearing prevailing party shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, entitled to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunalapply to, and before ordering such submissionsobtain from, a court or tribunal having jurisdiction, an order enforcing the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressedarbitrator’s decision. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out Notwithstanding anything contained in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject 23 to the express authorization of the tribunalcontrary, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A each party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority right to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by institute judicial proceedings against the other party or its Affiliatesanyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies 23 shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for limit the securing or posting of any bond remedies granted the Company in connection with such remedySection 7(k). (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute1. If the Dispute grievance has not been satisfactorily resolved within the grievance procedure, the Association may request a review by an impartial arbitrator, provided such request is not resolved between filed in writing with the parties within thirty Director of Labor Relations no later than fourteen (3014) Business Days calendar days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement rendering of the parties)decision, then, at by the election Director of either partythe Department or designee. Upon receipt of a timely written request, the Dispute Director of Labor Relations will set forth in motion the necessary machinery to schedule the arbitration hearing. Matters that are not subject to review as grievances are non-arbitrable and shall not be finally settled as follows:scheduled for arbitration. (a) 2. The Parties to this Agreement will attempt to mutually agree upon an independent arbitrator. If this cannot be done, a panel or panels will be immediately requested from the American Arbitration Association. Requests for arbitration shall not be unduly delayed. 3. The arbitration shall be conducted by a single (1) arbitrator in accordance with under the Commercial Arbitration Rules labor rules of the American Arbitration Association (“AAA”) Association. Subject to the following, the arbitrator shall have jurisdiction and authority to decide a grievance as defined and submitted in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the partiesthis Agreement. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and have no authority to change, amend, add to, subtract from, ignore, modify, nullify, or otherwise alter or supplement this Agreement or any part thereof or any amendment thereto. The arbitrator shall have no actual authority to consider or potential conflict rule upon any matter which is not a grievance as defined in this Agreement and his authority shall be limited to the interpretation of interests in connection with deciding or hearing the Disputeterms of this Agreement. (c) 4. The arbitration arbitrator may not issue declaratory or advisory opinions and shall confine himself exclusively to the question which is presented to him, which question must be actual and existing. 5. At the request of either party there shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of a certified court reporter at the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute6. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, shall bear equally the expenses and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control fees of the mutually agreed upon court reporter, the expenses and fees of the arbitrator and all other party. (e) The parties agree that expenses connected with a hearing. Each party shall bear the arbitration expense of its own witnesses, representatives, attorneys and all other individual expenses. Employees required to testify will be made available, however, whenever possible, they shall be kept confidential and that placed on call to minimize time lost from work. Employees who have completed their testimony shall return to work unless they are the existence of grievant or are directly required to assist the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to principal Association Representative in the conduct of the proceedingcase. These confidentiality obligations In class grievances, the class shall not apply (i) if disclosure is required be represented by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out Association President. The intent of the awardparties is to minimize time lost from work. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law7. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on when made in accordance with the jurisdiction and authority of this Agreement. The arbitrator shall make his award within 30 days of the close of the hearing and shall promptly furnish copies to both parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding 8. Matters excluded from the foregoing provisionsGrievance Procedure under Article 7, without having to amend this Agreement pursuant to Section 263, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13excluded from Arbitration.

Arbitration. Any controversy arising out of or in connection with this Agreement If either the Provider Party or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of Administrator Party wishes to pursue the Dispute (the “Notice of Dispute”) as provided in Section 6.1, such party shall submit it to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The binding arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). In no event may any arbitration be initiated more than one (1) in effect at year following, as applicable, the time end of the arbitrationsixty (60) day negotiation period set forth in Section 6.1, except as they may be modified herein or by mutual agreement the date of the partiesnotice of termination. The seat of the arbitration Arbitration proceedings shall be New York, New York. (b) conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall be selected by not award any punitive or exemplary damages of any kind, shall not vary or ignore the AAA from its list provisions of qualified arbitrators this Agreement, and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions bound by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizescontrolling law. The hearing shall be held within four (4) months of Parties, CCHN and the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the partiesContracted Providers, on the basis behalf of its assessment of the case as of themselves and those that timethey may now or hereafter represent, the specific issues or matters it believes should be addressed. The tribunal shall endeavor agree to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly do hereby waive any right to seek evidence under 9 U.S.C. § 7 or pursue, on a class basis, any similar provisionDispute. A party may requestEach of the Provider Party and the Administrator Party shall bear its own costs and attorneys’ fees related to the arbitration except that the AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control direct request of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees arbitrator shall be borne equally by the applicable parties, unless and the arbitrator determines that shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, although such costs or a part thereof shall otherwise be borne by the parties. (j) The award party shall be in writing obligated to file and shall be final and binding pursue arbitration at the earliest reasonable opportunity. Judgment on the parties. Judgment upon the award rendered may be entered by in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having thereof. Nothing contained in this Article VI shall limit a Party’s right to amend terminate this Agreement pursuant to with or without cause in accordance with Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 137.2.

Arbitration. Any controversy controversy, dispute or claim arising out of or in connection with this Agreement or the breach refusal by any party hereto to perform the whole or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesany part thereof, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted determined by a single (1) arbitrator arbitration, in the City of Columbus, Franklin County, Ohio, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitrationor any successor organization, except as they may be modified herein otherwise set forth in this Section 9.10. The party demanding arbitration shall serve notice in writing upon all other parties hereto, setting forth in detail the controversy, dispute or claim with respect to which arbitration is demanded, and the parties shall thereupon endeavor to agree upon an arbitration board, which shall consist of three members (“Arbitration Board”). If all the parties hereto fail so to agree within a period of thirty (30) days from the original notice, the party demanding arbitration may, by mutual agreement written notice to all other parties hereto, direct that any members of the parties. The seat of Arbitration Board that have not been agreed to by the arbitration shall be New York, New York. (b) The arbitrator parties shall be selected by the AAA from its list of qualified arbitrators and shall have no actual American Arbitration Association, or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration any successor organization. No person shall be conducted eligible for appointment to the Arbitration Board who is an officer, employee, shareholder of or otherwise interested in an expedited manner. There shall any of the parties hereto or in the matter sought to be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizesarbitrated. The hearing Arbitration Board shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, afford adequate opportunity to the extent practicable, from Business Day all parties hereto to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other present information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of controversy, dispute or claim submitted to arbitration and may request further information from any party hereto; provided, however, that the ruling parties hereto may, by mutual agreement, specify the rules which are to govern any proceeding before the Arbitration Board and shall limit the matters to be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of considered by the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. ThereforeArbitration Board, in which event the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder Arbitration Board shall be governed by Title 9 (Arbitration) the terms and conditions of such agreement. The determination or award of the United States Code. (h) The parties submit to the non-exclusive jurisdiction Arbitration Board shall be made upon a determination of a majority of the federal members thereof. The findings and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any award of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and Arbitration Board shall be final and conclusive with respect to the controversy, dispute or claim submitted for arbitration and shall be binding on the parties. Judgment upon the parties hereto, except as otherwise provided by law. The award may be entered by any court having jurisdiction thereof or having jurisdiction over of the relevant party or its assets. (k) Notwithstanding Arbitration Board shall specify the foregoing provisions, without having to amend this Agreement pursuant to Section 26, manner and extent of the division of the costs of the arbitration proceeding among the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.hereto

Arbitration. i. Any controversy controversy, dispute or claim arising out of or in connection with relating to this Agreement or the breach or validity thereof (a “Dispute”) shall first hereof which cannot be resolved through good faith negotiation settled by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon mutual agreement of the parties), then, at the election of either party, the Dispute shall will be finally settled as follows: (a) The by binding arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules Commonwealth of Massachusetts, under the jurisdiction of the American Arbitration Association (“AAA”) or other mutually agreeable alternative arbitration dispute resolution service, before a single arbitrator appointed in effect at accordance with the time arbitration rules of the arbitrationAmerican Arbitration Association or other selected service, except modified only as they herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. ii. The decision of the arbitrator on the points in dispute will be final, non-appealable and binding, and judgment on the award may be modified herein or by mutual agreement entered in any court having jurisdiction thereof. iii. The fees and expenses of the parties. The seat of the arbitration shall arbitrator will be New York, New York. (b) The arbitrator shall be selected shared equally by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunalparties, and no reply or rejoinder submissions shall be made unless each party will bear the tribunal expressly so authorizes. The hearing shall be held within four (4) months fees and expenses of the constitution of the arbitral tribunal and shall continueits own attorney; provided that, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsarbitrator determines you have prevailed on at least one material issue involved in any dispute commencing during the Change in Control Protection Period, the tribunal Company shall identify reimburse you for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including all reasonable attorneys’ fees in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the awardsuch Dispute. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive reliefiv. The parties agree that this Section 13(f) has been included to resolve any ruling by the tribunal on interim measures shall be deemed to be a final award disputes between them with respect to the subject matter of the ruling this Agreement, and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that Section 13(f) will be suffered in grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or actions seeking an injunction or temporary restraining order. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26proceed, the parties hereto hereby waive, to the maximum extent allowed by law, any and all right to a trial by jury in or with respect to such litigation. v. The parties will keep confidential, and will not disclose to any person, except as may be required by written agreement: (i) vary law or the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu rules and regulations of the arrangement described in this Section 13. For Securities and Exchange Commission or other government agencies, the avoidance existence of doubtany controversy hereunder, if a dispute, the referral of any such controversy to arbitration or claim relates to the issue status or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13resolution thereof.

Arbitration. The parties shall endeavor to settle all disputes by amicable negotiations. Any claim, dispute, disagreement or controversy arising out of or in connection with that arises among the parties relating to this Agreement or the breach or validity thereof (a “Dispute”) that is not amicably settled shall first be resolved through good faith negotiation by the partiesarbitration, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The Any such arbitration shall be conducted heard in the District of Columbia, before a panel consisting of one arbitrator, who shall be impartial. Except as the parties may otherwise agree, the arbitrator shall be appointed in the first instance by a single (1) arbitrator the appropriate official in accordance with the Commercial Arbitration Rules District of Columbia office of the American Arbitration Association (“AAA”) or, in effect at the time event of his or her unavailability by reason of disqualification or otherwise, by the appropriate official in the New York City office of the arbitration, except as they may be modified herein or by mutual agreement American Arbitration Association. In determining the number and appropriate background of the partiesarbitrator, the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the identity of the arbitrator shall be final. The seat Except as otherwise provided in this Section 12, all of the arbitration proceedings shall be New York, New Yorkconducted in accordance with the rules of the arbitrator. (b) The arbitrator An arbitration may be commenced by any party to this Agreement by the service of a written request for arbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or claim to be arbitrated, and shall be selected referred by the AAA from its list complaining party to the appointing authority for appointment of arbitrator ten days following such service or thereafter. If the arbitrator is not appointed by the appointing authority within 30 days following such reference, any party may apply to any court within the District of Columbia for an order appointing an arbitrator qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Disputeas set forth below. (c) The prevailing party in any arbitration under this Section 12 shall be conducted entitled to reimbursement from the losing party of all reasonable attorneys’ fees and costs in an expedited mannerconnection with such arbitration. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunalThe parties hereby expressly waive punitive damages, and under no reply or rejoinder submissions circumstances shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of an award contain any amount that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardreflects punitive damages. (d) Any request for production of documents or other information is subject to Judgment on the express authorization of award rendered by the tribunal, which shall endeavor to ensure that arbitrator may be entered in any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partycourt having jurisdiction thereof. (e) The It is intended that controversies or claims submitted to arbitration under this Section 12 shall remain confidential, and to that end it is agreed by the parties agree that neither the arbitration facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be kept confidential and that disclosed to third persons at any time, except to the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person extent necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is enforce an award or judgment or as required by law or regulatory obligations in response to legal process or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyarbitration. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or If the breach or validity thereof (a “Dispute”) Senior Managements are not able to resolve such dispute referred to them under Section 11.2 within such [***] day period, then such dispute shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled final and binding arbitration as follows: (a) : The arbitration Parties shall be conducted by select a single (1) mutually agreeable arbitrator who has significant relevant experience in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling disputed issue and no affiliation or pre-existing relationship with either Party. If the Parties cannot agree on an arbitrator within [***] days after the end of the [***] day period referred in Section 11.2 (or with respect to a Disputed Matter described in Section 11.4, after referral by a Party of such Disputed Matter to arbitration), either Party may request the Judicial and Mediation Services (“JAMS”) in San Francisco, CA to appoint an arbitrator on behalf of the Parties in accordance with the commercial arbitration rules of JAMS, and the proceeding shall be fully enforceable conducted in accordance with JAMS rules. The arbitrator may decide any issue as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach to whether, or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything as to the contrary contained hereinextent to which, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement is subject to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by other dispute resolution provisions in this Supply Agreement. The arbitrator must base the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the partiesprovisions of this Supply Agreement and must render the award in a writing which must include an explanation of the reasons for such award. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof thereof. The arbitrator’s fees and expenses shall be shared equally by the Parties, unless the arbitrator in the award assesses such fees and expenses against one of the Parties or having jurisdiction over allocates such fees and expenses other than equally between the relevant party or Parties. Each Party shall bear and pay its assets. (k) own expenses incurred in connection with any dispute resolution under this Section 11.3. Notwithstanding the foregoing provisionsforegoing, either Party shall have the right, without having waiving any right or remedy available to amend such Party under this Supply Agreement pursuant or otherwise, to Section 26seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu selection of the arrangement described in this Section 13. For arbitrator hereunder or pending the avoidance arbitrator’s decision of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be dispute subject to the provisions of this Section 13arbitration.

Arbitration. Any controversy (a) If the parties are unable to resolve any dispute arising out of or in connection with under this Agreement or within sixty (60) days following the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming date one party providing sent written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice and if either party wishes to pursue the dispute, it shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may thereafter be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The submitted to binding arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules Dispute Procedures of the American Arbitration Association (“AAA”) in effect at the time of the arbitrationAssociation, except as they may be modified herein or amended from time to time (see ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇). Unless otherwise agreed to in writing by mutual agreement the parties, the party wishing to pursue the dispute must initiate the arbitration within one (1) year after the date on which notice of the parties. The seat of the arbitration dispute was given or shall be New York, New Yorkdeemed to have waived its right to pursue the dispute in any forum. (b) The arbitrator Any arbitration proceeding under this Agreement shall be selected conducted in Rhode Island. The arbitrator(s) may construe or interpret but shall not vary or ignore the terms of this Agreement and shall be bound by the AAA from its list of qualified arbitrators and controlling law. The arbitrator(s) shall have no actual authority to award punitive, exemplary, indirect or potential conflict of interests special damages, except in connection with deciding or hearing the Disputea statutory claim that explicitly provides for such relief. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal parties expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, intend that any dispute relating to the extent practicable, from Business Day to Business Day until completed. There shall business relationship between them be resolved on an individual basis so that no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply other dispute with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal third party(ies) may be consolidated or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent joined with the just resolution of the dispute. The parties expressly waive any right dispute related to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive reliefAgreement. The parties agree that any arbitration ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach arbitrator allowing class action arbitration or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to requiring consolidated arbitration involving any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement third party(ies) would be irreparable contrary to their intent and immediatewould require immediate judicial review of such ruling. (gd) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) The decision of the United States Code. (harbitrator(s) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon points in dispute will be binding, and judgment on the award may be entered by in any court having jurisdiction thereof or having jurisdiction over thereof. The parties acknowledge that because this Agreement affects interstate commerce the relevant party or its assetsFederal Arbitration Act applies. (ke) Notwithstanding In the foregoing provisions, without having event any court determines that this arbitration. procedure is not binding or otherwise allows litigation involving a dispute to amend this Agreement pursuant to Section 26proceed, the parties may hereby waive any and all right to trial by written agreement: (i) vary jury in, or with respect to, such litigation. Such litigation would instead proceed with the procedures set forth above in Sections 13(a)-(j) judge as the finder of fact. This Section shall govern any dispute between the parties arising before or (ii) otherwise utilize another form after execution of dispute resolution to address this Agreement and shall survive any Dispute in lieu termination of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Agreement.

Arbitration. Any claim, dispute or controversy arising out of this Agreement, the interpretation, validity or in connection with enforceability of this Agreement or the alleged breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by submitted upon the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election request of either partyparty to binding arbitration in Minneapolis, Minnesota; provided, however, that this arbitration provision shall not preclude the Dispute shall be finally settled Company from seeking injunctive relief as follows: (a) The provided in Section 12. Such arbitration shall be conducted by a single (1) arbitrator proceed in accordance with the Commercial Arbitration Rules then-governing rules of the American Arbitration Association (“AAA”) in effect for Employment Dispute Resolutions or Commercial Arbitration, at the time option of the arbitration, except as they petitioner. Judgment upon the award rendered may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators entered and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect enforced in any way the jurisdiction court of the tribunal or the validity of its award. (d) Any request for production of documents or other information competent jurisdiction. It is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree agreed that the parties shall choose a single, neutral arbitration shall be kept confidential from among a panel of not less then seven (7) proposed arbitrators and that the existence parties may have no more than two (2) panels of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, arbitrators presented to them by the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by they will share equally the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter fees of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliatesarbitrator, and notwithstanding anything to the contrary contained herein, they shall each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges be responsible for their own attorneys’ fees and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 costs and any arbitration conducted hereunder shall be governed filing fee paid by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, them unless the arbitrator determines that one party shall pay a greater portion of such costs or a part thereof shall otherwise be borne by and fees and states the partiesjustification therefor. THE EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy (a) In the event of any dispute, a party may seek conciliation proceedings. The conciliation proceedings will be in accordance with the Arbitration and Conciliation Act, 1996 and the rules made there under read in conjunction with Amendment Act 2015 and any statutory modification thereof. (b) The standard clause of arbitration is enumerated below :- (i) All disputes or differences arising out of or in connection with the present contract including the one connected with the validity of the present contract or any part thereof should be settled by bilateral discussions. (ii) Any dispute, disagreement of question arising out of or relating to this Agreement contract or relating to construction or performance (except as to any matter the breach decision or validity thereof determination whereof is provided for by these conditions), which cannot be settled amicable, shall within sixty (60) days or such longer period as may be mutually agreed upon, from the date on which either party informs the other in writing by a “Dispute”notice that such dispute, disagreement or question exists, will be referred to as sole Arbitrator. (iii) Within sixty (60) days of the receipt of the said notice, an arbitrator of the rank of serving Lt Col and above shall first be resolved through good faith negotiation nominated in writing by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended contract sanctioning or authority agreed upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat award of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assetsparties to this contract. (kiv) Notwithstanding The venue of the foregoing provisionsarbitration shall be the location of the HoD/ Buyer/ Consignee or such other place that the Officer sanctioning the contract or arbitrator at his discretion may determine. (v) The arbitration proceedings shall be conducted under the Indian Arbitration and Conciliation Act, 1996 and the rules made there under read in conjunction with Amendment Act 2015 and any statutory modification thereof. (vi) Each party shall bear its own cost of preparing and presenting its case. The cost of arbitration including the fees and expenses shall be shared equally by the parties, unless otherwise awarded by the sole arbitrator. (vii) The parties shall continue to perform their respective obligations under this contract during the pendency of the arbitration proceedings except in so far as such obligations are the subject matter of the said arbitration proceedings. (viii) In the event of the arbitrator to whom the matter is referred denying, neglecting or refusing to act or resigning or being unable to act, including transfer to another place or his award being set aside by the court for any reason, it shall be lawful for the contract sanctioning officer to appoint another arbitrator in place of outgoing arbitrator in the matter aforesaid. (ix) It will be no objection that the arbitrator is a Government servant provided that such arbitrator had not been associated with a dispute or difference in question nor had expressed his views on any of the matter in such dispute or difference. (x) The arbitrator may from time to time without having to amend this Agreement pursuant to Section 26, the consent of the parties may by written agreement: to the contract but with the approval of competent financial authority choose to enlarge the time of making award. (ixi) vary The arbitrator shall state the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu reason upon which the award is based irrespective of the arrangement described amount involved. (xii) The parties shall not initiate during the conciliation proceedings, any arbitral or judicial proceedings in this Section 13respect of a dispute that is the subject matter or the conciliation proceedings except that a party may initiate arbitral or judicial proceedings where, in his/their opinion, such proceedings are necessary for preserving his/their rights. (xiii) Any dispute/ clarification with regard to any clause of arbitration shall be resolved in accordance with Indian Arbitration and Conciliation Act, 1996 and the rules made there under read in conjunction with Amendment Act 2015 and any statutory modification thereof. For (Note – In the avoidance event of doubtthe parties deciding to refer the dispute/s for adjudication to an Arbitral Tribunal then one arbitrator each will be appointed by each party and the case will be referred to the Indian Council of Arbitration (ICADR) for nomination of the third arbitrator. The fees of the arbitrator appointed by the parties shall be borne by each party and the fees of the third arbitrator, if a disputeappointed, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder equally shared by the buyer and be subject to the provisions of this Section 13seller.

Arbitration. Any The Executive and the Company mutually agree that, to the fullest extent permitted by applicable law, any dispute or controversy arising out of under or in connection with this Agreement Agreement, other than an action for a temporary restraining order or preliminary injunction to enforce Section 8 which may be brought in any court of competent jurisdiction, shall be settled exclusively by arbitration in Indianapolis, Indiana by three (3) arbitrators. The Executive and the breach or validity thereof (Company shall each select one arbitrator and those two designated arbitrators shall select a “Dispute”) third arbitrator. The arbitration shall first not be resolved through good faith negotiation administered by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either partyAmerican Arbitration Association; however, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial three selected arbitrators using the procedural rules of the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) in effect at the time of the submission to arbitration, except as they . Judgment may be modified herein or by mutual agreement entered on the arbitrators’ award in any court having jurisdiction. For purposes of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected entering any judgment upon an award rendered by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissionsarbitrators, the tribunal shall identify for Company and the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor Executive hereby consent to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal any or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization all of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose offollowing courts: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness United States District Court for the Southern District of this agreement to arbitrate; or Indiana, (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies courts of the State of Indiana, or (iii) any other court having jurisdiction. The Company and the Executive further agree that any service of process or notice requirements in any such proceeding shall not be deemed incompatible with satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and the Executive hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and the Executive hereby agree that a waiver of judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any party’s right to arbitrateother manner provided by law. Each party hereby waives any requirement for the securing shall bear its or posting of any bond his costs and expenses arising in connection with such remedy. (i) The costs of administration of the any arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement proceeding pursuant to this Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address 9. Notwithstanding any Dispute in lieu of the arrangement described provision in this Section 13. For 9, the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim Executive shall be deemed to be a “Dispute” hereunder paid compensation due and be subject to owing under this Agreement during the provisions pendency of any dispute or controversy arising under or in connection with this Section 13Agreement. Further, this provision does not require that the Executive arbitrate any disputes of sexual harassment and sexual assault or any other claim prohibited by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021.

Arbitration. Any If any dispute or controversy arising out of arises under or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesAgreement, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved within a commercially reasonable time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutral arbitrator at a location mutually agreed between the parties Company and Executive within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement state of the parties), then, Company’s headquarters at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator such time in accordance with the Commercial Employment Arbitration Rules & Procedures of the American Arbitration Association JAMS (“AAAJAMS”) then in effect at the time of the arbitrationeffect, in accordance with this Section 13(h), except as they may be modified herein otherwise prohibited by any nonwaivable provision of applicable law or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the disputeregulation. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties hereby agree that the arbitration arbitrator shall be kept confidential construe, interpret and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award in accordance with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliatesexpress terms, and notwithstanding anything to otherwise in accordance with the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants governing law as set forth in this Agreement would Section 13(a). Judgment may be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreemententered on the arbitration award in any court having jurisdiction, provided, however, that the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder either Party shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit entitled to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for seek a restraining order and/or or injunction in any court of competent jurisdiction to preserve the party’s rights). A request to a court for prevent any of the foregoing remedies shall not be deemed incompatible with or a waiver continuation of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting violation of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Agreement and Executive hereby consents that such restraining order or injunction may be granted without requiring the other Party to post a bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. In the event action is brought pursuant to this Section 1313(h), the arbitrator shall have authority to award fees and costs to the prevailing party, in accordance with applicable law. If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration. The Company may also enjoin by Court action any breach of Sections 5-6 or 7 as permitted by Section 8.

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation All appeals from determinations by the partiesEB Committee as described in paragraph (b) above, with the claiming party providing written notice of the Dispute (the “Notice of and any Units Damages Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be fully and finally settled as follows: (a) The by arbitration shall be conducted administered by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the arbitrationAAA no later than one year from the date that the claim accrues, except as they may be modified herein or where a longer limitations period is required by mutual agreement applicable law. Decisions about the applicability of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions limitations period contained herein shall be made unless by the tribunal expressly so authorizesarbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree Participant agrees that the arbitration shall be kept confidential and that held at the existence office of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond AAA nearest the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct place of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required Participant’s most recent employment by law the Company or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce a Related Company, unless the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling in writing to a different location. All claims by the tribunal on interim measures shall be deemed to be Company or a final award with respect to Related Company against the subject matter Participant, except for breaches of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoingParticipant’s Obligations, for the limited purpose of: (i) an application to compel may also be raised in such arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyproceedings. (i) The costs of administration arbitrator shall have the authority to determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement (except for breaches of any of the Participant’s Obligations), existing Company policy, and applicable substantive New York State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Plan Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final, conclusive, not subject to appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, both the Participant and the Company or a Related Company waive any right to ▇▇▇ each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the Participant’s Obligations), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this Agreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be borne equally by the partiesexclusive means for resolving all Units Award Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above) and Units Damages Disputes. Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, unless or if application of the FAA requires consideration of state law in any dispute arising under this Agreement or subject to this dispute resolution provision, the laws of the State of New York shall apply without giving effect to the conflicts of laws provisions thereof. (vi) To the extent an arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing Participant was not terminated for Cause and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates is entitled to the issue RSUs or question of whether a party has breached its obligations any other benefits under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject the Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a release satisfactory to Verizon as provided under paragraph 7(b)(2) shall remain applicable in order to receive the benefit of any RSUs pursuant to this Section 13Agreement.

Arbitration. Any controversy arising out I hereby agree to submit all claims against the manufacturers or distributors of or in connection the rental equipment rented and/or used by me at Mohawk to binding arbitration. I further agree to submit any other dispute with Mohawk, which arises from use of the equipment and/or skiing at Mohawk Mountain Ski Area, Inc. to binding arbitration. For any dispute submitted to binding arbitration pursuant to this Agreement or agreement, there shall be a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by each party) and one neutral arbitrator (collectively, the breach or validity thereof (a “DisputePanel”) shall first ), to be resolved through good faith negotiation chosen by the partiesparty-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a third, neutral arbitrator, the neutral arbitrator shall be appointed by the United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the costs associated with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party-appointed arbitrators, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between and the parties within thirty (30) Business Days after shall share equally the claiming party delivers costs associated with the Notice neutral arbitrator. The arbitration proceeding shall proceed in West Hartford, Connecticut and shall be governed by the Federal Rules of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of Evidence. The Panel shall establish a reasonable and appropriate discovery schedule to expeditiously resolve this matter. With regard to disputes between me and Mohawk, if the parties), then, at the election of either partydispute arises from a personal injury or death, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat first phase of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA to determine whether said injury or death arose from its list of qualified arbitrators and shall have no actual or potential conflict of interests a hazard/risk inherent in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited mannerskiing. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in In the event that this Agreement is breached. Therefore, the Panel determines the alleged injury/death arose from a hazard/risk inherent in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreementskiing, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to barred, as a matter of law, and the Participant shall be barred from recovering any compensation from Mohawk. In the event that the Panel determines the alleged injury did not arise from a “Dispute” hereunder hazard/risk inherent in skiing, the Panel may, at its discretion, allow for additional discovery and be subject to evidence, and then it shall decide any remaining issues on the provisions of this Section 13merits.

Arbitration. Any controversy arising out of or in connection with a. All disputes under this Agreement or shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice employment rules of the Dispute arbitration (the “Notice of DisputeAAA Rules”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, except as they ). Arbitration may be modified herein or commenced at any time by mutual agreement of any party hereto giving written notice (the parties“Arbitration Notice”) to the other party that such dispute has been referred to arbitration under this Section 7. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from its list the panels of qualified arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall have no actual or potential conflict be accompanied by a written opinion of interests the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys’ fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with deciding the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or hearing judgment upon the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed award rendered by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party mayarbitrator hereunder, in addition to any other remedies available relief to itwhich the prevailing party may be entitled. For purposes of this Section 7, seek an injunction “attorneys’ fees” shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to prohibit the prevailing party. b. Notwithstanding subsection a. of this Section 7, to the extent that arbitration of a dispute hereunder is not legally permitted such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm parties to such dispute are prohibited at the time of such dispute from mutually agreeing to submit such dispute to arbitration, either party may commence a civil action in a court of appropriate jurisdiction to resolve such dispute. The prevailing party in such proceedings shall be entitled to recover from the non-prevailing party reasonable attorneys’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred in that action or proceeding, in addition to any breach or anticipated breach of the covenants set forth in this Agreement would other relief to which such party may be irreparable and immediateentitled. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth c. Nothing contained in this Section 13 and any arbitration conducted hereunder 7 shall be governed by Title 9 (Arbitration) of prevent the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve settling any dispute concerning the validity or effectiveness of this by mutual agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for at any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedytime. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any dispute, claim or controversy based on, arising out of or in connection with relating to Consultant’s service or this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The by final and binding arbitration shall be conducted by in San Diego, California, before a single (1) neutral arbitrator in accordance with the Commercial JAMS Employment Arbitration Rules and Procedures (the “Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The Rules may be found online at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Consultant and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Consultant’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the American Arbitration Association (“AAA”) in effect at the time date of Consultant’s termination of service. Other costs of the arbitration, except as they may be modified herein including the cost of any record or by mutual agreement transcripts of the parties. The seat arbitration, JAMS administrative fees, the fee of the arbitration arbitrator, and all other fees and costs, shall be New York, New York. (b) The arbitrator shall be selected borne by the AAA from its list of qualified arbitrators Company. This Section 7 is intended to be the exclusive method for resolving any and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed all claims by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months parties against each other for payment of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized damages under this Agreement or applicable lawrelating to Consultant’s service. The tribunal This Agreement shall have the authority not limit either party’s right to make orders for interim relief obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to preserve a party’s rightsprotect their rights and interests pending the outcome of arbitration, including preliminary without limitation injunctive relief, in any court of competent jurisdiction. The parties agree that Seeking any ruling by the tribunal on interim measures such relief shall not be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any such party’s right to arbitratecompel arbitration. Each party hereby waives any requirement for Both Consultant and the securing or posting of any bond in connection with such remedyCompany expressly waive their right to a jury trial. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this (S) 9(N). Failing an adequate resolution by mediation, any controversy or claim arising out of or in connection with relating to this Agreement or the breach transactions contemplated hereby, including any controversy or validity thereof (a “Dispute”) claim arising out of or relating to the Parties' decision to enter into this Agreement, shall first be resolved through good faith negotiation settled by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the partiesParties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, with the claiming party providing written notice if any). If within 45 days after service of the Dispute demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. Except as specifically provided in this (the “Notice of Dispute”S) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties9(N), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in effect at the time of Orange County, California. Expenses related to the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration including counsel fees, shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) Party incurring such expenses except to the extent otherwise provided herein. The award fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in writing and shall be final and binding on the partiescontroversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may be entered by in any court having jurisdiction thereof or having jurisdiction over of competent jurisdiction. The arbitrator shall award the relevant party or prevailing Party in any arbitration proceeding recovery of its assetsattorneys' fees and other costs in connection with the arbitration from the non-prevailing Party. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. (A) Any controversy dispute or disagreement arising out of or between the Parties in connection with this Agreement any interpretation of any provision of the Contract, or the breach compliance or non-compliance therewith, or the validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by or enforceability thereof, or any other dispute under any Article hereof which is not settled to the parties, with the claiming party providing written notice mutual satisfaction of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties Parties within thirty (30) Business Days after (or such longer period as may be mutually agreed) from the claiming party delivers date that either Party informs the Notice of Dispute (provided other in writing that such thirty (30)-Business Day period may be extended upon agreement of the parties)dispute or disagreement exists, then, at the election of either party, the Dispute shall be finally settled as follows: (a) The by arbitration shall be conducted administered by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Large, Complex Disputes in effect at on the time of the arbitrationdate that such notice is given, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkotherwise specified herein. (bB) The Party which demands arbitration of the controversy shall in writing specify the matter to be submitted to arbitration, and at the same time, choose and nominate an arbitrator; thereupon, within fifteen (15) Days after receipt of such written notice, the other Party shall in writing choose and nominate a second arbitrator. The two arbitrators so chosen shall forthwith select a third arbitrator, giving written notice to both Parties of the choice so made and fixing a time and place in New York City, at which both Parties may appear and be heard with respect to such controversy. In case the two arbitrators shall fail to agree upon a third arbitrator within a period of seven (7) Days, or if for any other reason there shall be selected a lapse in the naming of an arbitrator or arbitrators, or in the filling of a vacancy, or in the failure or refusal of any arbitrator or arbitrators to attend or fulfill his or their duties, then upon application by either Party to the controversy, arbitrators shall be named by the AAA from American Arbitration Association in accordance with its list Arbitration Rules. The arbitrators shall control discovery as they shall determine is appropriate in the circumstances, taking into account the needs of qualified arbitrators the Parties and the desirability of having the discovery take place in an expeditious and cost-effective manner. Any discovery shall be limited to information directly relevant to the controversy or claim in arbitration and shall have no actual or potential conflict be concluded within ninety (90) Days after the arbitrators are appointed, unless good cause for an extension of interests in connection with deciding or hearing the Disputesuch deadline is shown. (cC) The arbitration arbitrators shall not alter or modify the terms and conditions of this Contract but shall consider the pertinent facts and circumstances and be guided by the terms and conditions of this Contract. If a solution is not found in the terms and conditions of this Contract, the arbitrators shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed guided by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months substantive laws of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as excluding all appellate courts having jurisdiction over appeals from any conflict of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an law rules. The arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and made shall be final and binding on the parties. Judgment upon the award Parties, their successors and assignees, and judgment may be entered thereon, upon the application of either Party, by any court having jurisdiction thereof jurisdiction. Each Party shall bear the cost of preparing and presenting its case including its own attorneys’ fees; and the cost of arbitration, including the fees and expenses of the arbitrator or having jurisdiction over arbitrators, will be shared equally by the relevant party or its assetsParties. (kD) Notwithstanding The relief that may be awarded by the foregoing provisions, without having to amend arbitrators under any arbitration arising from this Agreement pursuant to Section 26, Contract may not exceed actual compensatory damages. In no event may the parties may by written agreement: (i) vary arbitrators award punitive damages or otherwise disregard the procedures limitations of liability set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Contract.

Arbitration. Any controversy 1. On the written demand of either party there shall be submitted to arbitration (the procedure for which is set forth below) all disputes arising out of or the application of this Agreement, provided, however, that nothing in connection with this Agreement shall obligate the Employer to arbitrate any issue arising out of the Employer’s sole responsibility to determine the size and composition of its staff, assignment or reassignment, promotion or demotion of personnel, including correspondents, within the breach Employer’s office or validity thereof (a offices in the same city or town as long as the employee’s salary and classification are not changed; provided further, however, this does not preclude arbitration of disputes which may arise under Article 8 insofar as that article relates to “Dispute”) shall first no imposition of any unreasonable amount or type of work on any employee,” or under Article 6, Section 3. 2. No grievance or dispute may be resolved through good faith negotiation by submitted to arbitration more than 45 days after the parties, with the claiming party providing written notice of denial on the Dispute national grievance level (the “Notice of Dispute”) to the other partyas described in Article 4, which notice shall describe in sufficient detail the nature of the DisputeSection 4). If the Dispute is not resolved between the parties within thirty In no case, however (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association (“AAA”) in effect at notwithstanding), shall an arbitrator be appointed to rule on the time issue of arbitrability of any matter arising out of the arbitration, except as they application of this Agreement if the demand for arbitration is filed after the above time limit is expired. This time limit may be modified herein or extended by mutual agreement consent. 3. In the event either party raises an issue of arbitrability, excepting the stipulation in Section 2 of this article, the arbitrator appointed shall first rule on the arbitrability issue before proceeding to determine the merits of the partiesdispute if he/she determines the issue to be arbitrable. 4. The seat A grievance under this article shall be submitted for arbitration only by written notice from the complaining party setting forth the grounds of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The complaint. Such arbitration shall be conducted according to the voluntary labor arbitration rules of the American Arbitration Association, excepting the stipulations in an expedited mannerSections 2 and 3 of this article. There The decision of the arbitrator in any such arbitration shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, final and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestbinding, and the tribunal should authorize, production only expenses of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the such arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless except that no party shall be obligated to pay any part of the arbitrator determines that such costs or cost of a part thereof stenographic transcript without express consent. 5. All arbitration demands shall otherwise be borne filed with and administered by the parties. (j) New York City office of the American Arbitration Association. The award Association shall be in writing provide the parties with a panel of qualified arbitrators from that location and shall be final and binding on the partiesoffice. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26After discussion, the parties may by written shall determine the most appropriate and efficient location for the hearing. In the absence of agreement: (i) vary , the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim hearing shall be deemed to conducted in the city that serves as the control bureau for the location where the grievance arose. Any subsequent days of hearing shall be a “Dispute” hereunder conducted on an alternating basis between the location preferred by the Guild and be subject to the provisions of this Section 13location preferred by the Employer.

Arbitration. Any 11.1 Each party shall designate a project manager to coordinate such party's activities under this Agreement. Such project managers shall also, when necessary, confer in order to resolve problems or disputes that may arise in connection with each party's performance hereunder. If the project managers cannot resolve such problems or disputes, such problems or disputes shall be referred to each party's respective senior management for discussion and resolution. 11.2 Subject to Paragraph 11.4, any controversy or claim arising out of or in connection with relating to this Agreement or the breach or validity thereof (a “Dispute”) shall first Agreement, and which cannot be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules procedure set forth in the preceding paragraph, shall be submitted to arbitration before a panel of the American Arbitration Association three (“AAA”3) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the partiesarbitrators. The seat of the arbitration shall be New York, New York. (b) The arbitrator arbitrators shall be selected and the arbitration conducted in accordance with the _________________________. An award shall be conclusive and binding if concurred in by two (2) of the arbitrators, and judgment upon the award rendered by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests may be entered in connection with deciding or hearing the Dispute. (c) any court having jurisdiction thereof. The arbitration arbitrators shall be conducted in an expedited manner. There shall be one round required to deliver a written decision setting forth their findings of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, fact and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizesbasis for their award. The hearing arbitrators' award shall be held within four (4) months provide for the payment of the constitution of the arbitral tribunal arbitrators' expenses and shall continuefees, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply together with any time period set out other expenses incurred in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceedingarbitration proceeding other than legal fees and expenses. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubtHowever, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal arbitrators shall have award the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by prevailing party reasonable attorneys' fees and other expenses incurred in the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered arbitration proceeding in the event that this Agreement is breached. Therefore, the arbitrators determine that either party acted in bad faith in connection with either asserting a claim or a defense in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything arbitration proceeding itself. 11.3 The parties hereby agree to submit to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges exclusive personal jurisdiction and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach venue of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 _______________________________ for purposes of this Agreement, enforcing the agreement to arbitrate set forth in this Section 13 arbitrate, providing provisional relief pending the award, and entering judgment on the award. If for any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of reason the United States Code. (h) The aforesaid court does not have subject matter jurisdiction, the parties alternatively agree to submit to the non-exclusive personal jurisdiction and venue of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any applicable court of the foregoing, _____________________ for the limited purpose of: (i) an application to compel arbitration foregoing purposes. Nothing contained in this paragraph shall preclude the arbitrators from granting, where appropriate, injunctive or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for other provisional relief in aid of arbitration or enforcement of an arbitration award (including an application for pending a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyfinal award. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) 11.4 Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13Paragraphs 11.2 and 11.3, any party hereto may pursue any provisional remedy (including but not limited to preliminary injunctive relief) to enforce its rights hereunder in the courts designated in Paragraph 11.

Arbitration. Any Except as otherwise set forth in Section 6 hereof, any dispute or controversy between the Company or its respective affiliates (including the Partnership and the Parent) on the one hand, and the Executive on the other hand, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by final and binding arbitration in connection ▇▇▇▇ County, Illinois administered by the American Arbitration Association, with any such dispute or controversy arising under this Agreement or being so administered in accordance with its Commercial Rules then in effect, and judgment on the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Executive. The Company and the Executive acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 9, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties, except that if in the opinion of the arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney’s fees and expenses. For purposes of complying with the claiming party providing written notice requirements of Section 409A of the Dispute Internal Revenue Code of 1986, as amended (the “Notice of DisputeCode”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows:): (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules right of the American Arbitration Association Executive to reimbursement of attorney’s fees or expenses pursuant to this Section 9 shall apply until the tenth (“AAA”10th) in effect at the time anniversary of the arbitration, except as they may be modified herein or by mutual agreement expiration of the parties. The seat of the arbitration shall be New York, New YorkEmployment Period. (b) The arbitrator amount of expenses eligible for reimbursement during a calendar year shall be selected by not affect the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests expenses eligible for reimbursement in connection with deciding or hearing the Disputeany other calendar year. (c) The arbitration shall reimbursement of an expense must be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, paid to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and Executive on or before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out calendar year following the calendar year in this Section 13 shall not affect in any way which the jurisdiction of the tribunal or the validity of its awardexpense was incurred. (d) Any request for production of documents or other information The right to reimbursement is not subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 liquidation or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partyexchange for another benefit. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or If the breach or validity thereof (parties have not resolved a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing dispute within 90 days after written notice of the Dispute beginning mediation (the “Notice of Dispute”) to the other partyor a longer period, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between if the parties within thirty (30) Business Days after agree to extend the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the partiesmediation), then, at the election of either party, mediation shall terminate and the Dispute dispute shall be finally settled as follows: (a) by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration. The arbitration shall will be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules procedures contained in this document and the arbitration rules established by the “Centro” and effective as of the American Arbitration Association (“AAA”) in effect at the time date of the arbitration, except as they may be modified herein or by mutual agreement of the partiesengagement letter. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in In the event of a breach or anticipated breach of this Agreement by the other party or its Affiliatesconflict, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13document will control. The arbitration will be conducted before a panel of three arbitrators, notwithstanding the importance of the dispute, to be appointed as established by the “Centro”. Any issue concerning the dispute or the applicability, interpretation or enforceability of any of these procedures, including any dispute concerning whether all or part of these procedures are not valid or enforceable, shall be resolved by the arbitrators. No potential arbitrator may be appointed unless he or she had agreed in writing to be bound and comply with these procedures. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. They shall have no power to award punitive damages or any other damages exceeding the actual direct damages that affected the party in favor of whom the award was issued, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to grant an award or impose a remedy that could not be granted or imposed by a court deciding on the matter in the same jurisdiction. Neither party shall be allowed to reveal any information related to the arbitration process, unless expressly authorized by the arbitration panel when the party requesting such disclosure of information demonstrates substantial need to do so.

Arbitration. Any Except as expressly set forth elsewhere in this Agreement, it is mutually agreed between the parties that arbitration shall be the sole and exclusive remedy to redress any dispute, claim or controversy arising out (hereinafter referred to as “grievance”) involving the interpretation of or in connection with this Agreement or the breach terms or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by conditions of this Agreement or the partiesterms, conditions or termination of the Executive’s employment with the claiming party providing written notice Company or Bank. It is the intention of the Dispute (parties that the “Notice arbitration award shall be final and binding and that a judgment on the award may be entered in any court of Dispute”) competent jurisdiction and enforcement may be had according to its terms. Arbitration shall be initiated by one party filing a written demand on the other party, which notice . Any demand for arbitration by the Executive shall describe in sufficient detail the nature be made within 20 days after receipt of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute Termination. The arbitrator shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator chosen in accordance with the Commercial voluntary labor arbitration rules of the American Arbitration Rules Association. The place of the arbitration shall be the offices of the American Arbitration Association (“AAA”) in effect at the time of the arbitrationChicago, except as they may be modified herein or by mutual agreement of the partiesIllinois. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by not have jurisdiction or authority to change any of the AAA from its list provisions of qualified arbitrators and this Agreement but shall interpret or apply any clause or clauses of this Agreement. The arbitrator shall have no actual or potential conflict the power to compel the attendance of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of witnesses at the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way parties stipulate that the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestprovisions hereof, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control decision of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award arbitrator with respect to the subject matter of the ruling and any grievance, shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate the sole and exclusive remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated alleged breach of the covenants set forth employment relationship and in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, such event the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder Company or Bank shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit entitled to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for seek relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the thereof. The parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be hereby acknowledge that subject to the provisions foregoing exception, neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Section 13Agreement and that the decision of the arbitrator shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administration agency with respect to any grievance which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to any grievance, survive the termination or expiration of the Executive’s employment under this Agreement.

Arbitration. Any controversy arising out (a) In the event the answer at Step Two of or in connection with this Agreement or the breach or validity thereof (Grievance Procedure does not resolve the grievance, the Union may appeal the grievance to arbitration by filing a “Dispute”) shall first be resolved through good faith negotiation by the parties, Demand for Arbitration with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within American Arbitration Association no later than thirty (30) Business Days calendar days after the claiming party delivers Union's Chief ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ receives the Notice Employer's answer at Step Two. Concurrent notification of Dispute (such appeal shall be provided that such thirty (30)-Business Day period may to the County's Human Resources Director. Notification to the County's Human Resources Director shall be extended upon agreement subject to the same time limitations set forth for filing with the American Arbitration Association and shall include a copy of the parties), then, at Union's Demand for Arbitration and identification of the election of either partygrievance, the Dispute shall be finally settled as follows: (aissue(s) The arbitration shall be conducted by a single (1) arbitrator and the provisions of the Agreement involved. If the grievance is not submitted to Arbitration in accordance with the Commercial procedure and time limits herein provided, the Step Two disposition of the grievance shall be final. Selection of the arbitrator and the arbitration hearing shall be governed by the Voluntary Labor Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time the Union's Demand for Arbitration is filed with the Association. The arbitrator shall have the authority to issue a subpoena for a witness to attend the arbitration hearing. Grievances shall be arbitrated separately unless otherwise agreed in writing between the Employer and the Union. The fees and approved expenses of the arbitration, except as they may arbitrator shall be modified herein or shared equally by mutual agreement of the partiesUnion and the Employer. Each party shall be responsible for compensating its own representatives and witnesses. The seat cost (if any) of any room or other facility needed for the arbitration shall be New Yorkshared equally by the Employer and the Union. All hearings shall be held at a mutually agreeable site. Employee witnesses, New Yorkexcept the grievant and Chief ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇, who are scheduled to work on the day of an arbitration hearing, shall be excused from work only to testify and shall return to work immediately thereafter. The grievant(s) and the Chief ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ shall be excused from work to attend the entire arbitration hearing and shall return to work immediately thereafter. The arbitrator shall have authority to hear and determine any grievance involving the application or interpretation of the express terms or conditions of this Agreement, provided the grievance has been processed timely through the Grievance Procedure and is properly before him. In fulfilling his duties under this Agreement, the arbitrator shall have authority to apply and interpret the express terms or conditions of this Agreement but shall not have the authority to add to, subtract from, or modify this Agreement or resolve any dispute under any section of this Agreement which is expressly excluded from arbitration, or imply a provision which is not otherwise specifically provided herein. If the arbitrator issues his decision within his jurisdiction, the decision of the arbitrator shall be final and binding upon the employee(s), the Union, and the Employer. No claim for back wages shall exceed the amount of wages the employee would otherwise have earned at his base rate as set forth in Appendix A, less any unemployment or other money including any compensation he may have received from any source of employment (not previously approved in writing as supplemental employment by the Employer) during the period in question. (b) The arbitrator shall Grievances processed to arbitration may be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months withdrawn only upon written agreement of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, Employer and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partyUnion. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. (a) Any dispute or controversy arising out of under or in connection with this Agreement or Executive's employment relationship with Company, irrespective of whether this Agreement or Executive's employment relationship with Company has terminated, will be settled exclusively by binding arbitration to be held in the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, metropolitan area in which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute Executive is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The arbitration shall be then employed and conducted by a single (1) arbitrator in accordance with the Commercial Arbitration National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“"AAA”) in effect at "), or the time corresponding rules of the arbitration, except such other entity as they may be modified herein or mutually agreed upon by mutual agreement of the parties. The seat of the arbitration shall be New York, New Yorkas then in effect. (b) After either party submits a request for arbitration, AAA or such other entity mutually agreed upon by the parties (either, hereinafter referred to as the "ADR Entity"), the ADR Entity will be requested to appoint a single, neutral arbitrator from a panel of former or retired judges, within ten business days after such request, to preside over the arbitration and resolve the dispute. The parties agree to raise any objections to such appointment within ten business days after it is made and to limit those objections to the arbitrator's actual conflict of interest. The ADR Entity, in its sole discretion, will determine within ten business days the validity of any objection to the appointment of the arbitrator based on the arbitrator's actual conflict of interest. The arbitrator shall will be selected by directed to render a full decision on all issues properly before the AAA from its list arbitrator within 60 days after being appointed to serve as arbitrator, unless the parties otherwise agree in writing or the arbitrator makes a finding that a party has carried the burden of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Disputeshowing good cause for a longer period. (c) The parties will use their best efforts to cooperate with each other in causing the arbitration shall to be conducted held in an expedited manner. There shall be one round as efficient and expeditious a manner as practicable, including but not limited to, providing such documents and making available such of prehearing submissions by each party, whether simultaneous or sequential their personnel and agents as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizesarbitrator may request. The parties direct the arbitrator to take into account their stated goal of expedited proceedings in determining whether to authorize discovery and, if so, the scope of permissible discovery and other hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no postpre-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardprocedures. (d) Any request for production The arbitrator will not have the authority to add to, detract from or modify any provision of documents this Agreement or other information is subject to award punitive damages to any injured party. Judgment may be entered on the express authorization arbitrator's award in any court having jurisdiction. Company will bear all expenses of any such arbitration proceeding, except that each party will bear its own counsel fees unless the arbitrator decides to award counsel fees to one of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partyparties. (e) The parties agree that Notwithstanding the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained hereinforegoing, each party mayshall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available to itas contemplated by SECTION 12(F) above, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach court of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisionscompetent jurisdiction, without having the need to amend this Agreement pursuant resort to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13arbitration.

Arbitration. Any (a) Except as provided in Section 7(c) below, both the Company and you acknowledge and agree that any dispute or controversy arising out of of, relating to, or in connection with this Agreement Agreement, or the breach interpretation, validity, construction, performance, breach, or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiestermination thereof, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The by binding arbitration shall unless otherwise required by law, to be conducted by a single (1) arbitrator held in Richmond, Virginia in accordance with the Commercial Arbitration National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (“AAA”) Association. The arbitrator may grant injunctions or other relief in effect at the time such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration, except as they . Judgment may be modified herein or by mutual agreement of entered on the partiesarbitrator’s decision in any court having jurisdiction. The seat party against whom the arbitrator(s) shall render an award shall pay the other party’s reasonable attorneys’ fees and other reasonable costs and expenses in connection with the enforcement of its rights under this Agreement (including the enforcement of any arbitration award in court), unless and to the extent the arbitrator(s) shall determine that under the circumstances recovery by the prevailing party of all or a part of any such fees and costs and expenses would be New York, New Yorkunjust. (b) The arbitrator arbitrator(s) shall be selected by apply Virginia law to the AAA merits of any dispute or claim, without reference to rules of conflicts of law. You hereby consent to the personal jurisdiction of the state and federal courts located in Virginia for any action or proceeding arising from its list of qualified arbitrators and shall have no actual or potential conflict of interests relating to this Agreement or relating to any arbitration in connection with deciding or hearing which the Disputeparties are participants. (c) The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, agreement and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months without abridgment of the constitution powers of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardarbitrator. (d) Any request for production of documents or other information is subject to the express authorization of the tribunalYOU HEREBY CONFIRM YOU HAVE READ AND UNDERSTAND THIS SECTION 7, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. WHICH DISCUSSES ARBITRATION, AND UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU AGREE, EXCEPT AS PROVIDED IN SECTION 7(c), TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partyWAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF YOUR RELATIONSHIP WITH THE COMPANY. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or Except as provided in connection with Section 13, if any legally actionable dispute arises under this Agreement or the breach or validity thereof (a “Dispute”) shall first otherwise which cannot be resolved through good faith negotiation by mutual discussion between the parties, with then the claiming party providing written notice of the Dispute (the “Notice of Dispute”) Company and Executive each agree to the other party, which notice shall describe resolve that dispute by binding arbitration before an arbitrator experienced in sufficient detail the nature of the Disputeemployment law. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The Any arbitration hereunder shall be conducted by a single (1) arbitrator in accordance with the Commercial Judicial Arbitration and Mediation Services (“JAMS”) Employment Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of arbitration (the parties“JAMS Rules”) and the law applicable to the claim(s) asserted therein. The seat parties shall have fifteen (15) calendar days after JAMS issues a Commencement Letter (as defined in the JAMS Rules) to attempt to agree on the selection of an arbitrator from the arbitration shall JAMS roster. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) qualified and available arbitrators, and an arbitrator will be New York, New York. (b) selected from that list by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizesa coin toss. The hearing shall be held within four (4) months parties agree that this agreement to arbitrate includes any claims that the Company may have against Executive, or that Executive may have against the Company and/or its related entities and/or employees, arising out of the constitution or relating to this Agreement, Executive’s employment, or Executive’s termination, including but not limited to any claims of the arbitral tribunal discrimination or harassment in violation of applicable law and shall continueany other aspect of Executive’s compensation, to the extent practicableemployment, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressedtermination. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule parties further agree that arbitration as provided for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way 16(g) is the jurisdiction of the tribunal or the validity of its award. (d) Any request exclusive and binding remedy for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited dispute and disciplined as is consistent with will be used instead of any court action, and the just resolution of the dispute. The parties hereby expressly waive any right rights to seek evidence litigate claims covered by this agreement to arbitrate in a court or other venue, except for (i) a request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law; (ii) breaches by Executive of Executive’s obligations under 9 U.S.C. § 7 Sections 11, 12, 14 or any similar provision15 hereof; or (iii) an administrative claim with an administrative agency. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal arbitrator shall have the authority to make orders for interim relief necessary and shall determine all gateway issues related to preserve a party’s rightsany dispute submitted to arbitration hereunder, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect but not limited to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within arbitrator, the County arbitrability of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning (including the validity scope, validity, or effectiveness enforceability of this agreement to arbitrate; ), and the proper or (ii) an application permissible parties to any such arbitration. The parties further agree that the arbitrator shall be empowered to award damages and/or equitable relief, as appropriate. Any arbitration provided for relief herein shall be conducted in aid or around Morristown, New Jersey, unless otherwise mutually agreed. The Company shall pay the cost of any arbitration or enforcement brought pursuant to this paragraph, excluding, however, the costs of an Executive’s representation in the arbitration award (including an application for a restraining order and/or injunction but not limited to preserve the partyfees and costs of Executive’s rightsattorneys, advisors, experts, and other service providers), unless such cost is awarded in accordance with law or otherwise awarded by the arbitrator. A request Except as otherwise provided above, the arbitrator may award legal fees to a court for any the prevailing party in the arbitrator’s sole discretion; provided that the percentage of fees so awarded shall not exceed 1% of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration net worth of the arbitration and any arbitrator’s fees shall be borne equally by paying party (i.e., the parties, unless the arbitrator determines that such costs Company or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the partiesExecutive). Judgment upon the any resulting arbitration award may be entered by in any federal or state court having jurisdiction thereof of competent jurisdiction. Neither a party nor the arbitrator may disclose the existence, content, or having jurisdiction over outcome of any arbitration hereunder without the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the prior written consent of all parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue arbitration, except (1) as provided by Section 10 hereof; and (2) as may be required by law, including for purposes of entering judgment upon or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to enforcing the provisions of this Section 13arbitrator’s award.

Arbitration. Any controversy arising Subject to the right of each party to seek specific performance (which right shall not be subject to arbitration), if a dispute arises out of or is in connection with any way related to this Agreement or the asserted breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesthereof, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute dispute shall be finally settled as follows: (a) The referred to arbitration shall be conducted by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of before the American Arbitration Association the (“AAA”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, pursuant to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify AAA’s National Rules for the parties, on Resolution of Employment Disputes (the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights“Arbitration Rules”). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13section will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the "Arbitration Notice"). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration to resolve the dispute by mediation in accordance with the Arbitration Rules. If the dispute is not resolved by the date set for arbitration, then any controversy or claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in the Northern District of New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that discovery shall be concluded within 90 days after the date the matter is set for arbitration. The arbitrator or arbitrators shall have the power to award reasonable attorneys’ fees to the prevailing party. Any provisions in this Agreement to the contrary notwithstanding, this section shall be governed by the Federal Arbitration Act and the parties have entered into this Agreement pursuant to such Act.

Arbitration. Any controversy arising out of or Except as expressly set forth elsewhere in connection with this Agreement or the breach Non-Competition Agreement, it is mutually agreed between the parties that arbitration shall be the sole and exclusive remedy to redress any dispute, claim or validity thereof controversy (a “Dispute”hereinafter referred to as "grievance") shall first be resolved through good faith negotiation by involving the partiesinterpretation of this Agreement or the terms or conditions of this Agreement or the terms, conditions or termination of the Executive's employment with the claiming party providing written notice Company or Bank. It is the intention of the Dispute (parties that the “Notice arbitration award shall be final and binding and that a judgment on the award may be entered in any court of Dispute”) competent jurisdiction and enforcement may be had according to its terms. Arbitration shall be initiated by one party filing a written demand on the other party, which notice . Any demand for arbitration by the Executive shall describe in sufficient detail the nature be made within 20 days after receipt of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute Termination. The arbitrator shall be finally settled as follows: (a) The arbitration shall be conducted by a single (1) arbitrator chosen in accordance with the Commercial voluntary labor arbitration rules of the American Arbitration Rules Association. The place of the arbitration shall be the offices of the American Arbitration Association (“AAA”) in effect at the time of the arbitrationChicago, except as they may be modified herein or by mutual agreement of the partiesIllinois. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by not have jurisdiction or authority to change any of the AAA from its list provisions of qualified arbitrators and this Agreement but shall interpret or apply any clause or clauses of this Agreement. The arbitrator shall have no actual or potential conflict the power to compel the attendance of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of witnesses at the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way parties stipulate that the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestprovisions hereof, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control decision of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award arbitrator with respect to the subject matter of the ruling and any grievance, shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate the sole and exclusive remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated alleged breach of the covenants set forth employment relationship in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, which event the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder Company or Bank shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit entitled to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for seek relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the thereof. The parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be hereby acknowledge that subject to the provisions foregoing exception, neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Section 13Agreement and that the decision of the arbitrator shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administration agency with respect to any grievance which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to any grievance, survive the termination or expiration of the Executive's employment under this Agreement.

Arbitration. Any controversy Except as set forth in Section 3.1, any disputes arising out of under or in connection with this Agreement Agreement, including, without limitation, those involving claims for specific performance or the breach or validity thereof (a “Dispute”) shall first other equitable relief, will be resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) submitted to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally settled as follows: (a) The binding arbitration shall be conducted by a single (1) arbitrator in accordance with under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”the "AAA Rules") under the authority of federal and state arbitration statutes, and shall not be the subject of litigation in effect at any forum. EXCEPT AS SET FORTH IN SECTION 3.1, EACH PARTY, BY SIGNING THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY TRIAL. The arbitration will be conducted only in Denver, Colorado, before a single arbitrator from the time staff of the arbitrationJudicial Arbiter Group, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. Inc. (b"JAG") The arbitrator shall be selected by the parties to such arbitration (or, if JAG is no longer in existence, before a single arbitrator selected by the parties in accordance with the AAA Rules) or, if they are unable to agree on an arbitrator, before a panel of three arbitrators selected from its list the staff of qualified JAG (or, if JAG is no longer in existence, before a panel of three arbitrators selected in accordance with the AAA Rules), one selected by the Employee, one selected by the Employer and the third selected by the other two arbitrators. The arbitrators shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, full authority to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant order specific performance or injunctive and award damages and other relief where authorized available under this Agreement or applicable law. The tribunal , but shall have the no authority to make orders for interim relief necessary to preserve a party’s rightsadd to, including preliminary injunctive relief. The parties agree that any ruling by detract from, change or amend the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach terms of this Agreement because (except as otherwise contemplated by Section 3.5) or existing law. All arbitration proceedings, including settlements and awards, shall be confidential. The decision of the difficulty of ascertaining the amount of damage that arbitrators will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding binding, and judgment on the parties. Judgment upon award by the award arbitrators may be entered by in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assetsof competent jurisdiction. THIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.

Arbitration. Any controversy arising out of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation All appeals from determinations by the partiesEB Committee as described in paragraph (b) above, with the claiming party providing written notice of the Dispute (the “Notice of and any Units Damages Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be fully and finally settled as follows: (a) The by arbitration shall be conducted administered by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the arbitrationAAA no later than one year from the date that the claim accrues, except as they may be modified herein or where a longer limitations period is required by mutual agreement applicable law. Decisions about the applicability of the parties. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions limitations period contained herein shall be made unless by the tribunal expressly so authorizesarbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree Participant agrees that the arbitration shall be kept confidential and that held at the existence office of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond AAA nearest the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct place of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required Participant’s most recent employment by law the Company or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce a Related Company, unless the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling in writing to a different location. All claims by the tribunal on interim measures shall be deemed to be Company or a final award with respect to Related Company against the subject matter Participant, except for breaches of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoingParticipant’s Obligations, for the limited purpose of: (i) an application to compel may also be raised in such arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyproceedings. (i) The costs of administration arbitrator shall have the authority to determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement (except for breaches of any of the Participant’s Obligations), existing Company policy, and applicable substantive New York State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Plan Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final, conclusive, not subject to appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, both the Participant and the Company or a Related Company waive any right to ▇▇▇ each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the Participant’s Obligations), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this Agreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be borne equally by the partiesexclusive means for resolving all Units Award Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above) and Units Damages Disputes. Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, unless or if application of the FAA requires consideration of state law in any dispute arising under this Agreement or subject to this dispute resolution provision, the laws of the State of New York shall apply without giving effect to the conflicts of laws provisions thereof. (vi) To the extent an arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing Participant was not terminated for Cause and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates is entitled to the issue PSUs or question of whether a party has breached its obligations any other benefits under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject the Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a release satisfactory to Verizon as provided under paragraph 7(b)(2) shall remain applicable in order to receive the benefit of any PSUs pursuant to this Section 13Agreement.

Arbitration. Any controversy arising out All appeals from determinations of or in connection with this Agreement or the breach or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation Units Award Dispute by the partiesEB Committee as described in subsection (b) above, with the claiming party providing written notice of the Dispute (the “Notice of and any Units Damages Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be fully and finally settled as follows: (a) The by arbitration shall be conducted administered by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the arbitration, except as they AAA no later than one year from the date that the claim accrues. Decisions about the applicability of the limitations period contained herein are for the arbitrator to decide. A copy of the AAA’s Commercial Arbitration Rules may be modified herein or by mutual agreement of the partiesobtained from Human Resources. The seat of the arbitration shall be New York, New York. (b) The arbitrator shall be selected by the AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing the Dispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree Participant agrees that the arbitration shall be kept confidential and that held at the existence office of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond AAA nearest the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct place of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required Participant’s most recent employment by law the Company or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce a Related Company, unless the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling to a different location. All claims by the tribunal on interim measures shall be deemed to be Company or a final award with respect to Related Company against the subject matter Participant, except for breaches of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoingParticipant’s Obligations contained in Exhibit A hereto, for the limited purpose of: (i) an application to compel shall also be raised in such arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyproceedings. (i) The costs of administration arbitrator shall have the authority to determine whether this arbitration agreement is enforceable and whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the arbitration Plan, this Agreement, existing Company policy, and applicable substantive New York State and U.S. federal law and shall have the authority to award any arbitrator’s fees remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Units Award Dispute shall be borne equally by the parties, upheld unless such decision was arbitrary or capricious. The decision of the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by and enforceable in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assetsapplicable court. (kii) Notwithstanding the foregoing provisionsThe Participant understands and agrees that, without having to amend this Agreement pursuant to Section 26this Agreement, both the parties Participant and the Company or a Related Company waive any right to ▇▇▇ each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis, and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided herein. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may by written agreement: proceed without necessity of posting a bond. (iiii) vary In consideration of the procedures set forth above Participant’s agreement in Sections 13(a)-(j) or subsection (ii) otherwise utilize another form of dispute resolution above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to address any Dispute in lieu of pay the arrangement described in this Section 13. For initial filing fee, the avoidance of doubt, if Company or a dispute, controversy or claim relates Related Company will reimburse the Participant for that fee. (iv) The parties intend that the arbitration procedure to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim which they hereby agree shall be deemed to be a “Dispute” hereunder and be the exclusive means for resolving all Units Award Disputes (subject to the provisions mandatory EB Committee procedure provided for in Paragraph 25(b) above) and Units Damages Disputes. Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) Notwithstanding any other provision of this Section 13Agreement, any dispute arising under this Agreement or subject to this dispute resolution provision shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof.

Arbitration. (a) Any controversy dispute, controversy, or claim arising out of or in connection with relating to this Agreement Agreement, or the breach breach, termination or validity thereof (a “Dispute”) shall first be resolved through good faith negotiation by the partiesinvalidity hereof, with the claiming party including claims for tortious interference or other tortious or statutory claims arising before, during or after termination, providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided only that such thirty (30)-Business Day period may be extended claim touches upon agreement of the parties)matters covered by this contract, then, at the election of either party, the Dispute shall be finally settled as follows: (a) The by arbitration shall be conducted administered by a single (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) pursuant to the Commercial Arbitration Rules as presently in effect at the time of the arbitrationforce, except as they modified by the specific provisions of this Agreement. The parties expressly agree that nothing in this Agreement shall prevent the parties from applying to a court that would otherwise have jurisdiction over the parties for provisional or interim measures, including injunctive relief. After the arbitration panel is empaneled, it shall have sole jurisdiction to hear such applications, except that the parties agree that any measures ordered by the arbitrators may be modified herein or immediately and specifically enforced by mutual agreement of a court otherwise having jurisdiction over the parties. The seat of parties agree that judgment on the arbitration shall award may be New York, New Yorkentered by any court having jurisdiction thereof. (b) The arbitrator shall be selected by parties agree that the AAA from its list of qualified arbitrators federal and state courts located in Houston, Texas shall have no actual exclusive jurisdiction over an action brought to enforce the rights and obligations created in or potential conflict arising from this Agreement to arbitrate, and each of interests the parties hereto irrevocably submits to the jurisdiction of said courts. Notwithstanding the above, application may be made by a party to any court of competent jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for such enforcement. Process in connection with deciding any action arising out of or hearing relating to this Agreement may be served on any party to the DisputeAgreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested. (c) The arbitration shall be conducted before a tribunal composed of three neutral arbitrators drawn from, in the first instance, the Texas Large Complex Claims panel and then, if necessary, from the Commercial panel. Each arbitrator shall sign an expedited manneroath agreeing to be bound by the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the AAA for Neutral Arbitrators. There It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of any arbitrator. Prior to his or her formal appointment, each arbitrator shall be one round disclose to the parties and to the other members of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, any financial, fiduciary, kinship or other relationship between that arbitrator and no reply any party or rejoinder submissions its counsel, or between that arbitrator and any individual or entity with any financial, fiduciary, kinship or other relationship with any party. For the purposes of this Agreement, “appearance of impropriety” shall be made unless defined as such relationship or behavior as would cause a reasonable person to believe that bias or partiality on the tribunal expressly so authorizespart of the arbitrator may exist in favor of any party. Any award or portion thereof, whether preliminary or final, shall be in a written opinion containing findings of fact and conclusions of law signed by each arbitrator. The hearing arbitrator dissenting from an award or portion thereof shall be held within four (4) months of issue a dissent from the constitution of award or portion thereof in writing, stating the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify reasons for the parties, on the basis of its assessment of the case as of that time, the specific issues his or matters it believes should be addressedher dissent. The tribunal arbitrators shall endeavor hear and determine any preliminary issue of law asserted by a party to render its award within six (6) weeks be dispositive of any claim, in whole or part, in the last day manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its awardarbitrators deem appropriate. (d) Any request for production of documents or other information It is subject to the express authorization intent of the tribunalparties that, which barring extraordinary circumstances, any arbitration hearing shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution be concluded within two months of the disputedate the statement of claim is received by the AAA. Unless the parties otherwise agree, once commenced, hearings shall be held 5 days a week, with each hearing day to begin at 9:00 A.M. and to conclude at 5:00 P.M. The parties may upon agreement extend these time limits, or the chairman of the panel may extend them if he or she determines that the interests of justice otherwise require. The arbitrators shall use their best efforts to issue the final award or awards within a period of 30 days after closure of the proceedings. Failure to do so shall not be a basis for challenging the award. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may requestand arbitrators shall treat all aspects of the arbitration proceedings, including without limitation, discovery, testimony and other evidence, briefs and the tribunal should authorizeaward, production only as strictly confidential. The place of specific documents or narrow and specific categories of documents that are critical to arbitration shall be Houston, Texas, U.S.A. unless otherwise agreed by the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other partyparties. (e) The parties agree that the arbitration discovery shall be kept confidential limited and that shall be handled expeditiously. Discovery procedures available in litigation before the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations courts shall not apply (i) if disclosure is in an arbitration conducted pursuant to this Agreement. However, each party shall produce relevant and non-privileged documents or copies thereof requested by the other parties within the time limits set and to the extent required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out order of the award. (f) For arbitrators. All disputes regarding discovery shall be promptly resolved by the avoidance of doubt, the tribunal arbitrators. No witness or party may grant specific performance or injunctive relief where authorized under this Agreement or applicable be required to waive any privilege recognized at law. The parties hereby waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitration tribunal is specially divested of any power to award any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. Except as provided in Section 5(d), the party prevailing on substantially all of its claims shall have the authority be entitled to make orders for interim relief necessary to preserve a party’s rightsrecover its costs, including preliminary injunctive relief. The parties agree that any ruling by attorneys’ fees, for the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New Yorkproceedings, as well as all appellate courts having jurisdiction over appeals from for any of the foregoingancillary proceeding, for the limited purpose of: (i) an application including a proceeding to compel arbitration arbitration, to request interim measures or to resolve any dispute concerning the validity confirm or effectiveness of this agreement to arbitrate; or (ii) set aside an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedyaward. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be deemed to be a “Dispute” hereunder and be subject to the provisions of this Section 13.