Common use of Settlement of Disputes; Arbitration Clause in Contracts

Settlement of Disputes; Arbitration. All claims by the Executive for ----------------------------------- benefits under this Agreement shall be directed to the Board c/o the Secretary of the Company and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board then shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration (except to the limited extent provided below) in Boston, Massachusetts in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement by a proceeding in such arbitration or by a proceeding for such relief in the federal court in Boston or the Massachusetts state court in Suffolk County. Each party irrevocably submits, with respect to the matter specified in the proviso to the immediately preceding sentence, to the jurisdiction of the United States District Court for the Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state court of Suffolk County for the purpose of any suit or other proceeding arising out of or based upon this Agreement or the subject matter hereof and agrees that any such proceeding shall be brought or maintained only in such courts and waives, to the extent not prohibited by applicable law, and agrees not to assert in any such proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such proceeding brought or maintained in a court provided for above may not be properly brought or maintained in such court, should be transferred to some other court or should be stayed or dismissed by reason of the pendency of some other proceeding in some other court, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Settlement of Disputes; Arbitration. All claims by the Executive ----------------------------------- for ----------------------------------- benefits under this Agreement shall be directed to the Board c/o the Secretary of the Company and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board then shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration (except to the limited extent provided below) in Boston, Massachusetts in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement by a proceeding in such arbitration or by a proceeding for such relief in the federal court in Boston or the Massachusetts state court in Suffolk County. Each party irrevocably submits, with respect to the matter specified in the proviso to the immediately preceding sentence, to the jurisdiction of the United States District Court for the Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state court of Suffolk County for the purpose of any suit or other proceeding arising out of or based upon this Agreement or the subject matter hereof and agrees that any such proceeding shall be brought or maintained only in such courts and waives, to the extent not prohibited by applicable law, and agrees not to assert in any such proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such proceeding brought or maintained in a court provided for above may not be properly brought or maintained in such court, should be transferred to some other court or should be stayed or dismissed by reason of the pendency of some other proceeding in some other court, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Settlement of Disputes; Arbitration. (a) All claims by the Executive for ----------------------------------- benefits under this Agreement (other than in connection with a termination of the Executive's employment pursuant to Section 8(e) hereof) shall be directed to and determined by the Nominating and Compensation Committee of the Board c/o (the Secretary of the Company "Committee") and shall be in writing. Any denial by the Board Committee of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board then Committee shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board Committee a decision of the Board Committee within sixty (60) days after notification by the Board Committee that the Executive's claim has been denied. (b) Any further dispute or controversy arising under or in connection with this Agreement (other than in connection with a termination of the Executive's employment pursuant to Section 8(e) hereof) shall be settled exclusively by arbitration (except to the limited extent provided below) arbitration, conducted before a panel of three arbitrators in BostonNew York, Massachusetts New York, in accordance with the rules of the American Arbitration Association 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 anticipated or continued violation of the provisions of Section 10 hereof or the Employee Secrecy Agreement in the form of Annex I hereto, and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company's posting any bond. Subject to the provisions of Section 9(d)(v) hereof, the expense of such arbitration (including legal fees) shall be borne by the Company. Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement by a proceeding in such arbitration or by a proceeding for such relief in the federal court in Boston or the Massachusetts state court in Suffolk County. Each party irrevocably submits, with respect to the matter specified in the proviso to the immediately preceding sentence, to the jurisdiction termination of the United States District Court for the Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state court of Suffolk County for the purpose of any suit Executive's employment hereunder on or other proceeding arising out of or based upon this Agreement or the subject matter hereof and agrees that any such proceeding shall be brought or maintained only following a Change in such courts and waives, to the extent not prohibited by applicable law, and agrees not to assert in any such proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such proceeding brought or maintained in a court provided for above may not be properly brought or maintained in such court, should be transferred to some other court or should be stayed or dismissed by reason of the pendency of some other proceeding in some other court, or that this Agreement or the subject matter hereof may not be enforced in or by such courtControl. 17.

Settlement of Disputes; Arbitration. All claims by the Executive ------------------------------------ for ----------------------------------- benefits under this Agreement shall be directed to the Board c/o the Secretary of the Company and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board then shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration (except to the limited extent provided below) in Boston, Massachusetts in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement by a proceeding in such arbitration or by a proceeding for such relief in the federal court in Boston or the Massachusetts state court in Suffolk County. Each party irrevocably submits, with respect to the matter specified in the proviso to the immediately preceding sentence, to the jurisdiction of the United States District Court for the Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state court of Suffolk County for the purpose of any suit or other proceeding arising out of or based upon this Agreement or the subject matter hereof and agrees that any such proceeding shall be brought or maintained only in such courts and waives, to the extent not prohibited by applicable law, and agrees not to assert in any such proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such proceeding brought or maintained in a court provided for above may not be properly brought or maintained in such court, should be transferred to some other court or should be stayed or dismissed by reason of the pendency of some other proceeding in some other court, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Settlement of Disputes; Arbitration. 15.1 All claims by the Executive for ----------------------------------- benefits under this Agreement shall be directed to and determined by the Board c/o the Secretary of the Company Committee and shall be in writing. Any denial by the Board Committee of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board then Committee shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board Committee a decision of the Board Committee within sixty (60) days after notification by the Board Committee that the Executive's claim has been denied. 15.2 Any further dispute or controversy arising under or in connection with this Agreement shall may, at the Executive's option, be settled exclusively by arbitration (except to the limited extent provided below) in BostonBoulder, Massachusetts Colorado in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment If the Executive chooses to settle any dispute or controversy by arbitration, judgment may be entered on the arbitrator's award in any court having jurisdiction; provided. Notwithstanding any provision of this Agreement to the contrary, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. 15.3 The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Section 9 hereof. The Executive agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further acknowledges that, were he to breach any of the covenants contained in Section 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, and notwithstanding any provision of this Agreement to the contrary, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by a proceeding in such arbitration or by a proceeding for such relief the Executive of any of said covenants, without having to post bond. The parties further agree that, in the federal court in Boston or the Massachusetts state court in Suffolk County. Each party irrevocably submits, with respect to the matter specified in the proviso to the immediately preceding sentence, to the jurisdiction event that any provisions of the United States District Court for the Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state Section 9 hereof shall be determined by any court of Suffolk County for the purpose of any suit or other proceeding arising out of or based upon this Agreement or the subject matter hereof and agrees that any such proceeding shall competent jurisdiction to be brought or maintained only in such courts and waives, to the extent not prohibited by applicable law, and agrees not to assert in any such proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such proceeding brought or maintained in a court provided for above may not be properly brought or maintained in such court, should be transferred to some other court or should be stayed or dismissed unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the pendency of some other proceeding in some other court, or that this Agreement or the subject matter hereof may not be enforced in or maximum extent permitted by such courtlaw.

Settlement of Disputes; Arbitration. Except with respect to actions ----------------------------------- for preliminary and permanent injunctive relief and other equitable relief under Section 14, any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the terms of this Section 15. All claims by the Executive for ----------------------------------- benefits under this Agreement shall be directed to and determined by the Board c/o the Secretary of the Company and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing within thirty (30) days and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board then shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty thirty (6030) days after notification by the Board that the Executive's claim has been denied. Any further dispute dispute, controversy or controversy claim arising under out of or in connection with relating to this Agreement Agreement, or the interpretation or alleged breach thereof, shall be settled exclusively by arbitration (except to the limited extent provided below) in Boston, Massachusetts in accordance with the Center for Public Resources, Inc. Non-Administered Arbitration Rules (or such other rules as may be agreed upon by the Executive and the Company), by three arbitrators, none of whom shall be appointed by either party. The arbitration shall be governed by United States Arbitration Act 9 U.S.C. (S). 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of the American Arbitration Association then in effectarbitration shall be Philadelphia, Pennsylvania. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided. Notwithstanding any provision of this Agreement to the contrary, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement by a proceeding in such arbitration or by a proceeding for such relief in the federal court in Boston or the Massachusetts state court in Suffolk County. Each party irrevocably submits, with respect to the matter specified in the proviso to the immediately preceding sentence, to the jurisdiction of the United States District Court for the Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state court of Suffolk County for the purpose of any suit or other proceeding arising out of or based upon this Agreement or the subject matter hereof and agrees that any such proceeding shall be brought or maintained only in such courts and waives, to the extent not prohibited by applicable law, and agrees not to assert in any such proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such proceeding brought or maintained in a court provided for above may not be properly brought or maintained in such court, should be transferred to some other court or should be stayed or dismissed by reason of the pendency of some other proceeding in some other court, or that this Agreement or the subject matter hereof may not be enforced in or by such courtAgreement.