Common use of Mediation and Arbitration Clause in Contracts

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreement.

Mediation and Arbitration. If the Any dispute that may arise between Noble and Executive and the Employer have any dispute whatsoever relating in reference to the interpretation, validity or performance of this Agreement, or the interpretation, application or construction thereof, and any other dispute matter, without limitation, arising out of this Executive’s employment with Noble, shall be submitted to mediation using a mediator or mediators and procedures that are mutually acceptable to Executive and Noble. If mediation is not successful, the dispute shall be submitted to arbitration, conducted before an arbitrator in Middlesex County, Connecticut in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that Noble 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 provisions of Sections 8 through 11 of the Agreement, every reasonable attempt will and Executive hereby consents that such restraining order or injunction may be made granted without requiring Noble to resolve any differences or dispute within thirty post a bond. Only individuals who are on the AAA register of arbitrators may be selected as an arbitrator. Within twenty (3020) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end conclusion of the thirty (30) day periodarbitration hearing, the following steps will 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 used: Except as otherwise expressly valid, binding, final and non-appealable; provided hereunderhowever, that the parties agree that the arbitrator shall not be empowered to award punitive damages against any party. If for any reason this mediation and arbitration clause becomes not applicable, then each party, to the fullest extent permitted by applicable law, hereby irrevocably waives all disputes right to a trial by jury as to any issue relating hereto in any action, proceeding, or counterclaim arising out of the Executive’s employment or cessation of employment, including but not limited relating to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and or any other matter involving the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreementhereto.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating Notwithstanding anything to the interpretationcontrary contained herein, validity the parties agree to submit to mediation and, should settlement through mediation not occur, to arbitration any and all claims, disputes, and controversies between them (and their respective employees, officers, directors, affiliates, attorneys, and other agents) resulting from or performance of this Agreement, or any other dispute arising out of this Agreement. Such mediation and arbitration shall proceed in the jurisdiction where Party A is located, every reasonable attempt will shall be made governed by the law specified in this Agreement, and shall be conducted (a) in accordance with such rules as may be agreed upon by the parties or (b) in the event the parties do not reach an agreement as to resolve any differences or dispute such rules within thirty (30) days after a notice of an issuance of written notice by either party to dispute, in accordance with the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end Commercial Mediation Rules and Commercial Arbitration Rules of the American Arbitration Association. If, within thirty (30) day perioddays after service of a written demand for mediation, the following steps will mediation does not result in settlement of the dispute, then any party may demand arbitration, and the decision of the arbitrator(s) shall be used: Except as otherwise expressly provided hereunderbinding on the parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. It is agreed that the arbitrators shall have no authority to award treble, exemplary, or punitive damages of any type under any circumstances, whether or not such damages may be available under state or federal law, or under the Federal Arbitration Act, or under the Commercial Arbitration Rules of the American Arbitration Association, the parties agree that hereby waiving their right, if any, to recover any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreementsuch damages.

Mediation and Arbitration. If the Any dispute that may arise between Noble and Executive and the Employer have any dispute whatsoever relating in reference to the interpretation, validity or performance of this Agreement, or the interpretation, application or construction thereof, and any other dispute matter, without limitation, arising out of this AgreementExecutive’s employment with Noble, every reasonable attempt will shall be made submitted to resolve mediation using a mediator or mediators and procedures that are mutually acceptable to Executive and Noble. If mediation is not successful, the dispute shall be submitted to arbitration, conducted before an arbitrator in Middlesex County, Connecticut in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any differences court having jurisdiction; provided, however, that Noble shall be entitled to seek a restraining order or dispute within thirty (30) injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 5 through 8 of the Agreement and Executive hereby consents that such restraining order or injunction may be granted without requiring Noble to post a bond. Only individuals who are on the AAA register of arbitrators may be selected as an arbitrator. Within 20 days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end conclusion of the thirty (30) day periodarbitration hearing, the following steps will 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 used: Except as otherwise expressly valid, binding, final and non-appealable; provided hereunderhowever, that the parties agree that the arbitrator shall not be empowered to award punitive damages against any party. If for any reason this mediation and arbitration clause becomes not applicable, then each party, to the fullest extent permitted by applicable law, hereby irrevocably waives all disputes right to a trial by jury as to any issue relating hereto in any action, proceeding, or counterclaim arising out of the Executive’s employment or cessation of employment, including but not limited relating to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and or any other matter involving the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreementhereto.

Mediation and Arbitration. If Excepting only violations of Section 7 of this Agreement, if the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) -day period, the following steps will be used: Except for violations of Section 7 of this Agreement or as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety forty-five (9045) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The Employer will pay the cost of any mediation proceeding under this Agreement. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employer.

Mediation and Arbitration. If the Executive and the Employer have The parties hereto shall negotiate in good faith to resolve any dispute whatsoever relating to the interpretationcontroversy, validity dispute, claim or performance of this Agreement, or any other dispute disagreement arising out of or relating to this Management Services Agreement or the breach of this Management Services Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any Any such dispute, controversy, disagreement or claim (including, without limitation, tort claims, requests for provisional remedies or other interim relief, and issues as to arbitrability of any matter) arising from any provision in this Management Services Agreement which specifically provides for arbitration as a potential remedy, that cannot be settled through negotiation shall be settled (a) first, by the parties trying in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association ("AAA") (such mediation session to be held in Chicago, Illinois, and to commence within fifteen (15) days after the appointment of the mediator by the AAA), and (b) if the dispute, controversy, disagreement or claim cannot be settled by mediation, then by arbitration administered by the AAA under its Commercial Arbitration Rules (such arbitration to be held in Chicago, Illinois before a single arbitrator mutually agreed upon by the parties hereto and to commence within fifteen (15) days after the appointment of the arbitrator by the AAA), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties acknowledge that all other disputes arising under any federal, state, or local statute, law, ordinance or regulation or under this Management Services Agreement, including, without limitation, any allegations of breach by either party, shall not be resolved exclusively subject to arbitration; rather, unless otherwise mutually agreed upon by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Noticehereto, then and only then may the dispute such disputes will be submitted to arbitration. Arbitration shall be initiated by the serving jurisdiction of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing courts in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to accordance with Section 8 of this Agreement with respect to any breach of Section 7 of this Agreement9.4 hereof.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) -day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive’s 's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employer.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties The Parties agree that any and all disputes claims, disputes, and/or controversies arising out of the Executiveunder this Agreement and/or related to Employee’s employment hereunder (whether or cessation of employmentnot based on contract, tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, any disputestate fair employment practices act, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreementand/or the Americans with Disabilities Act), shall be resolved exclusively through mediation/arbitration by Alternative Dispute Resolution described JAMS, in this Agreement ("ADR")the County of New York in the State of New York. The initiation of ADR Parties agree that the Parties shall first require mediation, and the parties agree attempt to first try to settle resolve any dispute through mediation. Mediation , with mediation fees to be split by both Parties, and if mediation fails, the Parties agree that they shall proceed in accordance with the JAMS Rules and Procedures for Mediation/Arbitration of Employment Disputes; provided, however, that in the event that the Company alleges that Employee is in breach of any of the provisions contained in Sections 5 or 6 of this Agreement, the Company shall not be initiated by either party by the serving of a written notice of intent exclusively required to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the submit such dispute be submitted to mediation/arbitration. Arbitration shall be initiated by In such event, the serving Company may, at its option, seek and obtain from any court having jurisdiction, injunctive or equitable relief, in addition to pursuing at arbitration all other remedies available to it (including without limitation any claims for relief arising out of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 Sections 5 or 6 of this Agreement). In the event that the Company chooses to bring any such suit, proceeding or action for injunctive or equitable relief in an appropriate court, Employee hereby waives his right, if any, to trial by jury, and hereby waives his right, if any, to interpose any counterclaim or set-off for any cause whatever and agree to arbitrate any and all such claims.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any disputeAny claim, controversy, or claim dispute arising under any federal, state, or local statute, law, ordinance or regulation or under between the parties with respect to this AgreementAgreement (a "Dispute"), shall be resolved exclusively by Alternative referred to non­binding mediation for resolution. The parties will jointly select a neutral mediator for such mediation. If such mediation effort is not successful in resolving the Dispute, the Dispute Resolution described shall be referred for final and binding arbitration, without appeal to court thereafter. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in this Agreement accordance with the Federal Rules of Civil Procedure. The venue for the arbitration shall be the office of the American Arbitration Association closest to the Bank's headquarters (the "ADRAAA Office"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation arbitration shall be initiated by conducted before a panel of three arbitrators selected as follows: Within 15 business days after a Demand for Arbitration is filed with the AAA Office, each party shall select an arbitrator and, within 10 business days after the end of such 15-day period, such two arbitrators shall select a third arbitrator. Each arbitrator must either have professional experience relating to the business or legal aspects of the subject of the arbitration or be a retired judge. No arbitrator shall (i) have any material interest in the result of the arbitration or (ii) be, or shall ever have been, an affiliate, equity holder or creditor of, or an attorney, accountant, agent or consultant for, any party by to such arbitration proceeding. The arbitrators shall meet promptly, fix the serving time, date and place of the hearing and notify the parties. The parties shall stipulate that the arbitration hearing shall last no longer than five business days. A majority of the panel shall render a written notice decision within 10 days of intent the completion of the hearing. The panel of arbitrators shall promptly transmit an executed copy of its decision to mediate (a "Mediation Notice") by one party the parties. The decision of the arbitrators shall be final, binding and conclusive upon the otherparties. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may Each party shall have the dispute be submitted right to arbitration. Arbitration shall be initiated have the decision enforced by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a any court of competent jurisdiction pursuant to Section 8 jurisdiction. Notwithstanding any other provision of this Agreement with respect to Section, any breach Dispute in which a party seeks equitable relief may be brought in any court having jurisdiction. Each party shall be responsible for payment of such party's legal fees and one-half of the costs of the arbitrators. The obligations of the parties under this Section 7 shall be specifically enforceable and shall survive any termination of this Agreement.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("“ADR"”). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "“Mediation Notice"”) by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "“Arbitration Notice"”) by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreement.

Mediation and Arbitration. If In the Executive and event a dispute shall arise between the Employer have any dispute whatsoever relating parties to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunderagreement, the parties agree to participate in at least eight (8) hours of mediation in accordance with the mediation procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS). The mediation shall be administered by JAMS before a mediator in Los Angeles, California under the then applicable JAMS rules. In the event that the parties cannot reach a mutual understanding through mediation, or should either party fail to comply with the mediation agreement, Sublessor and Sublessee waive the right to resolve any and all disputes such dispute through a trial by jury. Any controversy or claim arising out of the Executive’s employment or cessation of employmentrelating to this agreement, including but that cannot limited to any dispute, controversy, or claim arising be resolved under any federal, state, or local statute, law, ordinance or regulation or under this Agreementmediation, shall be resolved exclusively settled by Alternative Dispute Resolution described binding arbitration in this Agreement ("ADR"). The initiation accordance with the commercial rules then obtaining of ADR shall first require mediationJAMS, and judgment upon the parties agree to first try to settle award rendered may be entered in any court having jurisdiction thereof. In addition, the party which prevails in such dispute through mediation. Mediation shall be initiated by either entitled to its reasonable attorneys' fees and expenses related to such action, in addition to all other recovery or relief. A party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude have prevailed in any such action (without limiting the Employer from seeking temporary generality of the foregoing) if such action is dismissed upon the payment by the other party of the sums allegedly due or permanent injunctive the performance of obligations allegedly not complied with, or if such party obtains substantially the relief and/or damages from a court sought by it in the action, irrespective of competent jurisdiction pursuant whether such action is prosecuted to Section 8 of this Agreement with respect judgment. Attorneys' fees shall include, without limitation, fees incurred in discovery, contempt proceedings, and bankruptcy litigation. The non-prevailing party shall also pay the attorneys' fees and costs incurred by the prevailing party in any post-judgment proceedings to any breach of Section 7 of this Agreement.collect and enforce the judgment. The covenant in the preceding sentence is separate and several and shall survive

Mediation and Arbitration. If the Executive and the Employer Company have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s 's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer Company from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 9 of this Agreement with respect to any breach of Section 7 8 of this Agreement.

Mediation and Arbitration. If the Executive and the Employer have No party to this Agreement may initiate litigation or arbitration with regard to any dispute whatsoever relating with respect to this Agreement until after all remedies set forth in this Section have been exhausted. In the interpretation, validity or performance event of any dispute arising over this Agreement, or any party shall have the right by giving written notice to the other dispute arising out of this Agreementparties hereto (the "Mediation Notice") to initiate non-binding mediation to be conducted by a mediator mutually agreed to by the parties or, every reasonable attempt will be made in the event the parties are unable to resolve any differences or dispute reach such agreement within thirty (30) days following the delivery of an issuance the Mediation Notice, by a mediator appointed by the American Arbitration Association ("Arbitration Association") in accordance with the rules and regulations of written notice the Arbitration Association, or by either party any other body mutually agreed upon by the parties. Mediation shall take place at San Jose, California or any other location mutually agreeable to the other partyparties. If In the event the parties resolve their dispute in mediation, they shall enter into a successful resolution of any differences or written agreement, which shall be binding on all parties thereto. In the event such dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days after the selection of service the mediator pursuant to this Section, then, any dispute or controversy arising out of a Mediation Notice, then and only then may the dispute be submitted or relating to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude settled by final and binding arbitration. Such arbitration shall be conducted before a single arbitrator and, except as otherwise set forth herein, shall be conducted in accordance with the Employer from seeking temporary or permanent injunctive relief and/or damages from a then-existing rules of the Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court of competent having jurisdiction pursuant to Section 8 of this Agreement with respect thereof; provided, however, that the law applicable to any such controversy shall be the law of California, regardless of its or any jurisdiction's choice of law principle. The arbitration award shall be specifically enforceable; judgment upon any arbitration award may be entered in any court with personal jurisdiction over the parties and subject matter of the disputes. By entering into this provision, it is the parties intention to expedite, and limit the costs involved in, resolution of any future dispute, and therefore pre-hearing discovery shall be limited to production of key documents and, if appropriate, subpoena of not more than two key witnesses, as determined by the arbitrator, and shall not extend to depositions of parties. Any award shall be limited to a recovery of foreseeable, contract damages, which are a direct consequence of a breach of Section 7 of this Agreement. In further limitation hereof, no arbitrator shall be empowered to award any other damages, including, but not limited to, consequential, compensatory, or punitive damages. For all purposes under this Section 12.11, the Shareholders shall act through the Shareholders Representative.

Mediation and Arbitration. If No party, (including, for this purpose, ------------------------- the Executive and Shareholders, through the Employer have Shareholder Representative) to this Agreement may initiate arbitration with regard to any dispute whatsoever relating with respect to this Agreement until after all remedies set forth in this Section have been exhausted. In the interpretation, validity or performance event of any dispute arising over this Agreement, or any party shall have the right by giving written notice to the other dispute arising out of this Agreementparties hereto (the "Mediation Notice") to initiate non-binding mediation to be conducted by a mediator mutually agreed to by the parties or, every reasonable attempt will be made in the event the parties are unable to resolve any differences or dispute reach such agreement within thirty (30) days following the delivery of an issuance the Mediation Notice, by a mediator appointed by the American Arbitration Association ("Arbitration Association") in accordance with the rules and regulations of written notice the Arbitration Association, or by either party any other body mutually agreed upon by the parties. Mediation shall take place at San Jose, California or any other location mutually agreeable to the other partyparties. If In the event the parties resolve their dispute in mediation, they shall enter into a successful resolution of any differences or written agreement, which shall be binding on all parties thereto. In the event such dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days after the selection of service the mediator pursuant to this Section, then, any dispute or controversy arising out of a Mediation Notice, then and only then may the dispute be submitted or relating to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude settled by final and binding arbitration. Such arbitration shall be conducted before a single arbitrator and, except as otherwise set forth herein, shall be conducted in accordance with the Employer from seeking temporary or permanent injunctive relief and/or damages from a then-existing rules of the Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court of competent having jurisdiction pursuant to Section 8 of this Agreement with respect thereof; provided, however, that the law applicable to any breach such controversy shall be the law of California, regardless of its or any jurisdiction's choice of law principle. The arbitration award shall be specifically enforceable; judgment upon any arbitration award may be entered in any court with personal jurisdiction over the parties and subject matter of the disputes. By entering into this provision, it is the parties' intention to expedite, and limit the costs involved in, resolution of any future dispute, and therefore pre-hearing discovery shall be limited to production of key documents and, if appropriate, subpoena of not more than two key witnesses, as determined by the arbitrator, and shall not extend to depositions of parties. No arbitrator shall be empowered to award any other damages, including, but not limited to, consequential, compensatory, or punitive damages. For all purposes under this Section 7 of this Agreement11.11, the Shareholders shall act through the Shareholders Representative.

Mediation and Arbitration. If In the Executive and the Employer have event of any dispute whatsoever disputes or differences arising out of or relating to this Agreement or the interpretationbreach thereof, validity the parties hereto shall use their best efforts to settle such disputes or performance differences. To this effect, they shall consult and negotiate with each other, in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of fourteen (14) days, then upon notice by either party to the other, such disputes, claims, questions, or differences shall be submitted to mediation administered by Dispute Prevention and Resolution, Inc. (“DPR”), before resorting to arbitration. Thereafter, if the parties are unable to settle any disputes or differences arising under, out of, in connection with, or in relation to this Agreement, or any agreement incidental or ancillary to this Agreement, or any other aspect of the relationship between the parties hereto, by mediation such dispute arising out of this Agreement, every reasonable attempt will or controversy shall be submitted to and resolved by arbitration. A demand for arbitration shall be made within a reasonable time after a dispute or difference has arisen. Within ten (10) days after a demand for arbitration has been made to resolve the other party, the parties shall request that DPR designate one arbitrator, who is not affiliated with any differences or party in the arbitration. The arbitrator shall consider the dispute at issue in Kailua-Kona, Hawaii, at a mutually agreed upon time within thirty (30) days of an issuance of written notice by either party (or such longer period as may be acceptable to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end hereto in dispute) of the thirty (30) day period, designation of the following steps will arbitrator. The arbitration proceeding shall be used: Except as otherwise expressly provided hereunderheld in accordance with the rules for commercial arbitration of DPR then in effect on the date of commencement of such arbitration. Notwithstanding the foregoing, the parties hereto agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediationthey will attempt, and they intend that they and the parties agree arbitrator should use their best efforts in that attempt , to first try to settle any dispute through mediation. Mediation shall be initiated by either party by conclude the serving of arbitration proceeding and have a written notice of intent to mediate (a "Mediation Notice") by one party upon final decision from the other. If no resolution has been mutually agreed through mediation arbitrator within ninety (90) days from the date of service selection of the arbitrator; provided, however, that the arbitrator shall be entitled to extend such 90 day period one or more times to the extent necessary for such arbitrator to place a Mediation Notice, then and only then dollar value on any claim that may be unliquidated. The arbitrator shall promptly deliver to each of the parties a written decision with respect to the dispute be submitted that reveals the essential findings and conclusions upon which the decision is based, and each party shall promptly act in accordance therewith. Each party to arbitration. Arbitration such arbitration agrees that any decision of the arbitrator shall be initiated final, conclusive and binding. The cost of the arbitration proceeding and any proceeding in court to confirm or vacate any arbitration award, as applicable (including, without limitation, attorneys’ fees and costs), shall be borne by the serving unsuccessful party and shall be awarded as part of a written notice the Arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a by bringing suit in any court of competent jurisdiction pursuant jurisdiction. The parties hereto agree that the arbitrator shall have the authority to Section 8 grant injunctive or other forms of this Agreement with respect equitable relief to any breach of Section 7 party that prevails in any such arbitration. This provision shall survive the termination or cancellation of this Agreement.

Mediation and Arbitration. If the Any dispute that may arise between Company and Executive and the Employer have any dispute whatsoever relating in reference to the interpretation, validity or performance of this Agreement, or the interpretation, application or construction thereof, and any other dispute matter, without limitation, arising out of this Executive’s employment with Company, shall be submitted to mediation using a mediator or mediators and procedures that are mutually acceptable to Executive and Company. If mediation is not successful, the dispute shall be submitted to arbitration, conducted before an arbitrator in Milwaukee, Wisconsin in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that 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 provisions of the Nondisclosure Agreement, every reasonable attempt will and Executive hereby consents that such restraining order or injunction may be made granted without requiring Company to resolve any differences or dispute within thirty post a bond. Only individuals who are on the AAA register of arbitrators may be selected as an arbitrator. Within twenty (3020) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end conclusion of the thirty (30) day periodarbitration hearing, the following steps will 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 used: Except as otherwise expressly provided hereundervalid, binding, final and non-appealable; provided, however, that the parties agree that the arbitrator shall not be empowered to award punitive damages against any party. If for any reason this mediation and arbitration clause becomes not applicable, then each party, to the fullest extent permitted by applicable law, hereby irrevocably waives all disputes right to a trial by jury as to any issue relating hereto in any action, proceeding, or counterclaim arising out of the Executive’s employment or cessation of employment, including but not limited relating to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and or any other matter involving the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreementhereto.

Mediation and Arbitration. If the Executive President and the Employer Company have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s President's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer Company from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 9 of this Agreement with respect to any breach of Section 7 8 of this Agreement.

Mediation and Arbitration. If the Executive and the Employer have The Parties agree that, except as otherwise ------------------------- set forth in Section 22.1 above or Section 22.2(d) below, any dispute whatsoever dispute, ------------ --------------- controversy or claim arising out of or relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this the Tech Transfer Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversyQuality Agreement, or claim arising under any federalthe breach, statetermination, or local statute, law, ordinance or regulation or under this Agreementinvalidity thereof, shall be resolved exclusively * Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omitted portions of this exhibit have been filed separately with the SEC. through mediation and binding arbitration. If a dispute arises between the Parties, and if such dispute cannot be resolved pursuant to Section 22.2(a) above, the Parties agree to try in good faith to --------------- resolve such dispute by Alternative Dispute Resolution described mediation administered by the American Arbitration Association (unless otherwise agreed in this Agreement writing by the Parties) in accordance with its Commercial Mediation Rules (unless otherwise agreed in writing by the Parties). If efforts at mediation are unsuccessful within [*] days, any unresolved controversy or claim between the Parties shall be resolved by binding arbitration administered by the American Arbitration Association (unless otherwise agreed in writing by the Parties) in accordance with its Commercial Arbitration Rules (unless otherwise agreed in writing by the Parties), except as modified herein. Each Party shall select one arbitrator and the two (2) arbitrators so selected shall choose a third arbitrator to resolve the dispute. A reasoned arbitration decision shall be rendered in writing within [*] months of the conclusion of arbitration and shall be binding and not be appealable to any court in any jurisdiction. The prevailing Party may enter such decision in any court having competent jurisdiction. Unless otherwise mutually agreed upon by the Parties, the mediation and arbitration proceedings shall be conducted at the location of the Party not originally requesting the resolution of the dispute (the "ADRNon-Requesting Party"), and, if -------------------- the Non-Requesting Party is Immunex, then the location shall be, at Immunex's option, Seattle, Washington, or Los Angeles, California, or such other location as may be agreed in writing by the Parties and, if the Non-Requesting Party is Genentech, then the location shall be, at Genentech's option, San Francisco, California, or such other location as may be agreed in writing by the Parties. The initiation Parties agree that they shall share equally the cost of ADR shall first require mediationthe mediation and arbitration filing and hearing fees, and the parties agree to first try to settle any dispute through mediationcost of the mediator/arbitrator. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then Each Party must bear its own attorneys' fees and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this Agreementassociated costs and expenses.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the The parties agree that any and all disputes disputes, claims or controversies arising out of or relating to this agreement that cannot be resolved pursuant to Sections 11.01 or 11.02 shall be submitted to American Arbitration Association (the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy"Arbitration Firm"), or claim arising under any federalits successor, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require for mediation, and if the parties agree to first try to settle any dispute matter is not resolved through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute it shall be submitted to the Arbitration Firm, or its successor, for final and binding arbitration. Either Party may commence mediation by providing to the Arbitration Firm and the other Party a written request for mediation, setting forth the subject of the dispute and the relief requested. The mediation will be conducted in accordance with the Arbitration Firm's rules and procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with the Arbitration Firm and with one another in selecting a mediator from the Arbitration Firm's panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any employees of the Arbitration Firm, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either Party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be initiated disqualified from serving as arbitrator in the case. The provisions of this Section may be enforced by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a any court of competent jurisdiction pursuant jurisdiction, and the Party seeking enforcement shall be entitled to Section 8 an award of this Agreement with respect all costs, fees and expenses, including attorneys fees, to any breach of Section 7 of this Agreementbe paid by the Party against whom enforcement is ordered.

Mediation and Arbitration. If the Executive and the Employer have No party to this Agreement may initiate arbitration with regard to any dispute whatsoever relating with respect to this Agreement until after all remedies set forth in this Section have been exhausted. In the interpretation, validity or performance event of any dispute arising over this Agreement, or any party shall have the right by giving written notice to the other dispute arising out of this Agreementparties hereto (the "Mediation Notice") to initiate non-binding mediation to be conducted by a mediator mutually agreed to by the parties or, every reasonable attempt will be made in the event the parties are unable to resolve any differences or dispute reach such agreement within thirty (30) days following the delivery of an issuance the Mediation Notice, by a mediator appointed by the American Arbitration Association ("Arbitration Association") in accordance with the rules and regulations of written notice the Arbitration Association, or by either party any other body mutually agreed upon by the parties. Mediation shall take place at San Jose, California or any other location mutually agreeable to the other partyparties. If In the event the parties resolve their dispute in mediation, they shall enter into a successful resolution of any differences or written agreement, which shall be binding on all parties thereto. In the event such dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days after the selection of service the mediator pursuant to this Section, then, any dispute or controversy arising out of a Mediation Notice, then and only then may the dispute be submitted or relating to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude settled by final and binding arbitration. Such arbitration shall be conducted before a single arbitrator and, except as otherwise set forth herein, shall be conducted in accordance with the Employer from seeking temporary or permanent injunctive relief and/or damages from a then-existing rules of the Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court of competent having jurisdiction pursuant to Section 8 of this Agreement with respect thereof; provided, however, that the law applicable to any breach such controversy shall be the law of Section 7 California, regardless of its or any jurisdiction's choice of law principle. The arbitration award shall be specifically enforceable; judgment upon any arbitration award may be entered in any court with personal jurisdiction over the parties and subject matter of the disputes. By entering into this Agreementprovision, it is the parties' intention to expedite, and limit the costs involved in, resolution of any future dispute, and therefore pre-hearing discovery shall be limited to production of key documents and, if appropriate, subpoena of not more than two key witnesses, as determined by the arbitrator, and shall not extend to depositions of parties. No arbitrator shall be empowered to award any other damages, including, but not limited to, consequential, compensatory, or punitive damages.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) -day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive’s 's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 9 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 11 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employer.

Mediation and Arbitration. If The parties acknowledge that the Executive expeditious and equitable settlement of disputes arising under this Agreement is to their mutual advantage. To that end, the parties agree to use their best efforts to resolve all differences of opinion and to settle all disputes, through joint cooperation and consultation between a senior executive officer of each party to such dispute. (a) Any dispute, alleged breach, interpretation, challenge or disagreement whatsoever arising out of this Agreement (other than those that are to be resolved by the Third Party Accountants in accordance with provisions of this Agreement) that the parties are unable to settle within sixty (60) days, as set forth in the preceding sentence, shall be referred to mediation as follows: (i) either of the parties may notify the other of its desire to have a dispute mediated by sending notice of such intention to the other party, including in such notice its proposed resolution and the Employer identity of a nominee mediator who shall have knowledge and experience in the insurance industry; (ii) the other party, within twenty (20) days of its receipt of notice as described above, shall send its notice to the initiating party, including its own nomination of a mediator of comparable qualifications or its agreement to accept the decision of the nominated mediator indicated in the notice of the initiating party; (iii) promptly upon the receipt of the notice described in (i) above, the parties shall provide to the mediator(s) copies of the parties' notices and shall request the mediator(s) to meet within twenty (20) days to consider and propose a resolution or a procedure for reaching a resolution; (iv) the mediator(s) shall devise a resolution on the basis of fairness and practicality with reference to this Agreement and the fact situation leading to and consequent upon the dispute, and shall propose a resolution to the parties within ten (10) days of the date of their first meeting; (v) each of the parties shall, within ten (10) days after receiving the mediator's proposed resolution, notify the other of its acceptance or 158 166 non-acceptance of the proposed resolution; and (vi) the mediation shall be held in Hartford, Connecticut and (b) If any dispute whatsoever relating cannot be resolved by the procedures set forth in this section (including if the parties fail to agree upon a mediator), either of the parties may demand arbitration thereof and the dispute shall be resolved by final and binding arbitration before a panel of three arbitrators serving under the Commercial Arbitration Rules of the American Arbitration Association. Each party to the interpretationdispute shall select one arbitrator and such arbitrators shall jointly select a third arbitrator. The arbitration shall be held in Hartford, validity Connecticut, unless another location is mutually agreed upon by the parties to such arbitration. The majority decision of arbitrators may, but need not, be entered as judgment in accordance with the provisions of applicable law. With respect to any such arbitration, the parties hereto each hereby irrevocably submits to the jurisdiction of any federal or performance state court located in Hartford, Connecticut solely for purposes of compelling arbitration pursuant to this Section 11.14 or to enforce any interim or final award entered by the arbitrators. If this arbitration provision is for any reason held to be invalid or otherwise inapplicable to any dispute, the parties hereto agree that any action or proceeding brought with respect to any dispute arising under this Agreement, or to interpret or clarify any other dispute rights or obligations arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved maintained solely and exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediationany federal or state court located in Hartford, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 7 of this AgreementConnecticut.