Common use of Arbitration Clause in Contracts

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.

Arbitration. If After the grievance is not settled in accordance with the foregoing procedurehas been so submitted, the UNION may refer parties or their representatives shall jointly request a list of seven (7) Oregon/Washington American Arbitration Association (AAA) and/or Federal Mediation and Conciliation Service (FMCS) arbitrators from the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2Employment Relations Board. The parties shall mutually agree upon select an arbitrator. If arbitrator from the parties list by such method as they may jointly elect or, if they are unable to agree on an such method, then by the method of alternate striking of names, with the first strike being determined by lot. The final name left on the list shall be the arbitrator. Nothing in this section shall prohibit the parties from agreeing upon a permanent arbitrator or a permanent list, the selection of or an arbitrator for a particular grievance. The arbitrator's decision shall be made final and binding, but the arbitrator shall have no power to alter, modify, add to or detract from the terms of this Agreement. The arbitrator's decision shall be within the scope and terms of this Agreement and in accordance writing. The arbitrator's decision shall include detailed findings and conclusions, together with an explanation of the "Rules Governing reasoning utilized in making the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesdecision(s). The arbitrator shall hear only have the grievance at right to make a scheduled meeting subject decision with respect to the availability of the EMPLOYER and the union representativesissues presented during arbitration. The arbitrator shall notify the union representative and the EMPLOYER of be asked to submit his/her decision within thirty (30) calendar days following from the close date of the hearing. The County and the Association shall equally divide the compensation of the arbitrator’s fee and the cost of any hearing room and court reporter. As used herein, the term "days" shall mean calendar days. Any deadline for filing or submission responding to a grievance which falls on a legal holiday (as defined in ORS 187.010) may be submitted on the next succeeding day and no liability or loss of briefs rights of any kind shall result from such a delay. The time limit specified in this grievance procedure may be waived only by mutual, written consent of the parties. Failure by the parties, whichever is later, unless County to submit a reply within the parties agree to an extension thereofspecified time will constitute a separate violation. The fees and expenses for the arbitrator's services and proceedings shall A grievance may be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated terminated at any time upon receipt of a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract signed statement from the provisions of this AGREEMENT. The arbitrator shall consider and decide only Association or the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines employee that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsmatter has been resolved.

Arbitration. If (a) In the grievance is event the answer at Step Two of the Grievance Procedure does not settled in accordance with resolve the foregoing proceduregrievance, the UNION Union may refer appeal the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance by filing a Demand for Arbitration with the "Rules Governing the American Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within Association no later than thirty (30) calendar days following after the close Union's Chief Xxxxxxx or Xxxxxxx receives the Employer's answer at Step Two. Concurrent notification of such appeal shall be provided to the County's Human Resources Director. Notification to the County's Human Resources Director shall be subject to the same time limitations set forth for filing with the American Arbitration Association and shall include a copy of the Union's Demand for Arbitration and identification of the grievance, the issue(s) and the provisions of the Agreement involved. If the grievance is not submitted to Arbitration in accordance with the procedure and time limits herein provided, the Step Two disposition of the grievance shall be final. Selection of the arbitrator and the arbitration hearing or submission of briefs shall be governed by the parties, whichever Voluntary Labor Arbitration Rules of the American Arbitration Association in effect at the time the Union's Demand for Arbitration is later, filed with the Association. The arbitrator shall have the authority to issue a subpoena for a witness to attend the arbitration hearing. Grievances shall be arbitrated separately unless otherwise agreed in writing between the parties agree to an extension thereofEmployer and the Union. The fees and approved expenses for of the arbitrator's services and proceedings arbitrator shall be borne shared equally by the EMPLOYER Union and the UNION, provided that each Employer. Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives The cost (if any) of any room or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays other facility needed for the record. If both parties desire a verbatim record of the proceedings, the cost arbitration shall be shared equallyequally by the Employer and the Union. All hearings shall be held at a mutually agreeable site. Employee witnesses, except the grievant and Chief Xxxxxxx or Xxxxxxx, who are scheduled to work on the day of an arbitration hearing, shall be excused from work only to testify and shall return to work immediately thereafter. The grievant(s) and the Chief Xxxxxxx or Xxxxxxx shall be excused from work to attend the entire arbitration hearing and shall return to work immediately thereafter. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on hear and determine any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way grievance involving the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms or conditions of this AGREEMENT and on the facts of Agreement, provided the grievance presentedhas been processed timely through the Grievance Procedure and is properly before him. In fulfilling his duties under this Agreement, the arbitrator shall have authority to apply and interpret the express terms or conditions of this Agreement but shall not have the authority to add to, subtract from, or modify this Agreement or resolve any dispute under any section of this Agreement which is expressly excluded from arbitration, or imply a provision which is not otherwise specifically provided herein. If the arbitrator determines that issues his decision within his jurisdiction, the grievance is covered by law or statute, or not covered by the express provisions decision of this AGREEMENT, the arbitrator shall refer be final and binding upon the grievance employee(s), the Union, and the Employer. No claim for back to wages shall exceed the parties without decision amount of wages the employee would otherwise have earned at his base rate as set forth in Appendix A, less any unemployment or recommendation. The parties may, other money including any compensation he may have received from any source of employment (not previously approved in writing as supplemental employment by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsEmployer) during the period in question.

Arbitration. If the grievance is not settled in accordance resolved at Step 3 and the Union desires to proceed with arbitration, it shall serve written notice on the foregoing procedure, Employer or the UNION may refer Employer's representative of its desire to arbitrate within ten (10) working days after receipt of the grievance Employer's decision at Step 3. Representatives of the parties shall attempt to arbitration select an Arbitrator immediately thereafter. If agreement on an Arbitrator is not reached within fourteen ten (1410) calendar working days after the employee notice of arbitration is submitted, either party may request the Hawaii Labor Relations Board and UNION's receipt to submit a list of five (5) Arbitrators. Selection of an Arbitrator shall be made by each party alternately deleting one (1) name at a time from the list. The first party to delete a name shall be determined by lot. The person whose name remains on the list shall be designated the Arbitrator. No grievance may be arbitrated unless it involves an alleged violation of a specific term or provision of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitratorAgreement. If the parties are unable to agree on an arbitratorEmployer disputes the arbitrability of any grievance, the selection Arbitrator shall first determine whether the Arbitrator has jurisdiction to act; and if the question of an arbitrator jurisdiction is not satisfactorily resolved, the grievance shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance referred back to the parties without decision or recommendationrecommendation on its merits. The parties mayArbitrator shall render the award in writing, by written agreement, agree to submit more no later than one grievance thirty (30) calendar days after the conclusion of the hearings or if oral hearings are waived then thirty (30) calendar days from the date statements and proofs were submitted to the arbitrator provided that each grievance will Arbitrator. The decision of the Arbitrator shall be considered final and binding upon the Union, its members, the Employees involved in the grievance, and the Employer. There shall be no appeal from the Arbitrator's decision by either party, if such decision is within the scope of the Arbitrator's authority as a separate issue and each on its own merits.described below:

Arbitration. If the grievance grievant is not settled in accordance dissatisfied with the foregoing procedureLevel III disposition of a grievance claim concerning provisions of the negotiated contract, the UNION exclusive representative may refer so indicate this and send a request for arbitration in writing to the grievance to arbitration Board within fourteen five (145) calendar days after the employee and UNION's date the written decision from the Board is received or due. Within ten (10) days of receipt of the EMPLOYER's request for arbitration, the Board representative may meet with the exclusive representative in an effort to select a neutral third party to arbitrate the dispute. If no agreement is reached on a third party, the exclusive representative may request from the Bureau of Mediation Services (BMS) a list of possible arbitrators, provided this request is made within twenty (20) days after receipt or due date of the Level III decision. The Board representative and the exclusive representative shall, under the direction of the BMS, alternately strike names from the list of five (5) arbitrators selected by the BMS until only one name remains, which shall become the arbitrator. Upon appointment, the arbitrator shall schedule a hearing de novo at which the Board’s representatives and the exclusive representative may offer testimony and make written answer or oral arguments relating to the grievance before the arbitrator. The arbitrator shall have jurisdiction over disputes relating to grievances properly before the arbitrator pursuant to the terms of this procedure. The jurisdiction of the arbitrator shall not extend to proposed changes in Step 2provisions of a negotiated agreement, nor to any grievance which has not been submitted to arbitration in compliance with the terms of the grievance procedure as outlined herein, nor to matters of inherent managerial policy of the Board and the Superintendent. The decision of the arbitrator shall be rendered in writing within twenty (20) days after the close of the hearing. The arbitrator shall have the power to make appropriate awards and his/her decision shall be binding upon the parties within the limitations described herein and in the Public Employment Labor Relations Act of 1971 as amended. The parties shall mutually agree upon an share equally the costs and fees of the arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator All other expenses shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established borne by the Public Employment Relations Act and administered by party incurring the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is laterexpense, unless the parties agree have mutually agreed to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the share specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscosts.

Arbitration. If A grievance which has not been satisfactorily resolved after it has been timely and properly processed completely through the grievance is not settled in accordance with the foregoing procedure, the UNION Grievance Procedure may refer the grievance be submitted to arbitration within fourteen (14) calendar days after by the employee and UNION's receipt Union during the term of the EMPLOYER's Agreement. To do so the Union shall submit a written answer in Step 2. The parties shall mutually agree upon an arbitrator. If request for a panel of seven (7) members of the parties are unable to agree on an arbitrator, the selection National Academy of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject Arbitrators to the availability of Federal Mediation & Conciliation Service, with a simultaneous copy to the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision Company’s Manager, Labor Relations, within thirty (30) calendar days following the close workdays of the hearing Step 3 answer (or submission of briefs by the parties, whichever is later, unless the any default in answering). The parties agree to that the 30 day timeline may be extended by mutual agreement. After receiving the list of arbitrators, and within fifteen (15) workdays of its receipt, an extension thereofarbitrator shall be selected by each party alternately striking from the list of seven names. The fees and expenses for Union, as moving party, shall have the first strike. The last name remaining on the list after each party has exhausted its strikes shall become the arbitrator's services and proceedings . The arbitrator so selected or appointed shall be borne equally hear the arbitration proceeding within sixty (60) days after his/her appointment or by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess mutual agreement of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyall parties. The arbitrator shall interpret the contract in accordance with the reserved rights theory of labor contracts whereby all rights not have specifically limited by the right Agreement are reserved to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENTCompany. The arbitrator shall consider and decide only be confined to the specific issue(s) submitted, in writing, presented by the EMPLOYER and the UNIONparties, and shall have no authority right to make a decision on any other issue(s) not so submittedalter, amend, modify, or change the terms or provisions of this Agreement. The decision of the arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force final and effect of lawbinding. The decision arbitration procedure shall be based solely upon expeditiously pursued by all concerned and time limits noted here will be strictly enforced unless extended by mutual agreement. Where the issue submitted to arbitration involves the payment of money to an employee, the Arbitrator shall only have the authority to include in the award a direction for the payment of money, retroactively or otherwise, but limited to making the employee whole and no more. With respect to wages “make whole” means reimbursing the individual for the basic wages they would have made if employment had been continuous at the employee’s regular straight- time wage rate and not including overtime or other premium payments or interest. Deductions must be made for interim earnings (from any source), Worker’s Compensation, Unemployment Compensation, or other monetary compensation which the employee would not have been eligible for had the employee not been suspended or discharged during that period. It is understood the Company shall assume no back pay liability for delays at the specific request of the Union in which the Company concurs. Either party may require that an official record of the proceedings be prepared by a professional reporter and that a copy be provided to the arbitrator's interpretation or application . The party requiring an official record of the express terms proceedings will pay the full cost of this AGREEMENT all reporting and on transcript fees unless the facts other party requests a copy or the right of inspection or use, in which event the full cost shall be equally divided between the parties. Each party shall bear the expense of preparing and presenting its own case, including any attorneys’ fees. The compensation and expenses of the grievance presented. If arbitrator and the arbitrator determines that incidental expenses of the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator arbitration proceeding shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsequally shared.

Arbitration. If the grievance is has not settled in accordance with the foregoing procedurebeen resolved at Step 3, the UNION Union may refer the grievance dispute to final and binding arbitration by notifying the Port in writing of its submission to arbitration within fourteen ten (1410) calendar days after the employee and UNION's receipt of the EMPLOYER's Port’s Labor Relations representative written answer in response at Step 23. The parties Within ten (10) calendar days from sending its notice, the Union shall mutually agree upon file for arbitration with the Public Employment Relations Commission and select to receive a list of arbitrators or receive the assignment of an arbitrator. If the parties are unable to agree on an arbitratorreceipt of a list is selected, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty ten (3010) calendar days following the close after receipt of the hearing or submission of briefs by list, after flipping a coin to see which party goes first, the partiesUnion and the Port shall alternately strike the names on the list, whichever is laterand the remaining name shall be arbitrator. Alternatively, unless the parties may mutually agree upon an arbitrator instead of obtaining a list from PERC. The parties may mutually agree to an extension thereofsubmit the grievance to mediation prior to arbitration by filing a joint request for mediation with the PERC. The fees and expenses for hearing on the arbitrator's services and proceedings grievance shall be borne equally by the EMPLOYER informal and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses rules of evidence shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyapply. The arbitrator shall not have the right power to amend, modify, nullify, ignore, add to, subtract from, or subtract from modify the provisions of this AGREEMENTagreement in arriving at a decision of the issue or issues presented; and shall confine his/her decision solely to the interpretation, application, or enforcement of this agreement. The arbitrator shall consider and decide only confine himself/herself to the specific issue(s) submitted, in writing, by the EMPLOYER and the UNIONprecise issue submitted for arbitration, and shall have no authority to make a decision on determine any other issue(s) issues not so submittedsubmitted to him/her. The decision of the arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way final and binding upon the application of lawsaggrieved employee, rules or regulations having the force Union and effect of lawPort. The decision Port and the Union shall be based solely upon share equally the fees and expenses of the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator Each party shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on bear its own meritscosts of presenting grievances and/or arbitrations under this agreement including attorney’s fees.

Arbitration. If the grievance is not settled in accordance with the foregoing procedureAs a condition precedent to any right of action hereunder, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt any dispute arising out of the EMPLOYER's written answer interpretation, performance, or breach of this Contract, including the formation or validity thereof, shall be submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in Step 2writing and sent certified or registered mail, return receipt requested. The parties Each party shall mutually agree upon choose one arbitrator and the two arbitrators shall, before instituting the hearing, choose an arbitratorimpartial third arbitrator who shall preside at the hearing. If either party fails to appoint the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs after being requested to do so by the partiesother party, whichever is laterthe latter, unless after ten (10) days notice by certified or registered mail of its intention to do so, may appoint the parties second arbitrator. If the two arbitrators are unable to agree to an extension thereofupon the third arbitrator within thirty (30) days of their appointment, the third arbitrator will be chosen by XXXXX US. All arbitrators shall be disinterested active or former executives officers of insurance or reinsurance companies or Underwriters at Lloyd’s London. Within thirty (30) days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The fees and expenses for the arbitrator's services and proceedings panel shall be borne equally by the EMPLOYER relieved of all judicial formality and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, the arbitration will take place in excess of their base pay rate. If either party desires a verbatim record New York, but the venue may be changed when deemed by the panel to be to be in the best interest of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawarbitration proceeding. The decision rendered by a majority of the arbitrators shall be based solely final and binding on both parties. The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the arbitrator's interpretation or application award may be entered in any court having jurisdiction thereof. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the express third arbitrator. The remaining costs of the arbitration shall be divided equally between the parties. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this clause, and communications shall be made by the Company to each of the reinsurers constituting the one party provided, however, that nothing therein shall impair the rights of such reinsures to assert several rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back contract from several to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsjoint.

Arbitration. If Except as otherwise specifically provided for in this Agreement, any matter in issue between the grievance is not settled in accordance with Parties as to their rights under this Agreement may be decided by arbitration provided, however, that the foregoing procedureParties have first completed a Senior Conference pursuant to Section 15.1. Any dispute to be decided by arbitration will be decided by a single arbitrator appointed by the Parties or, if such Parties fail to appoint an arbitrator within fifteen (15) days following the agreement to refer the dispute to arbitration, upon the application of either of the Parties, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established appointed by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability Judge of the EMPLOYER and Superior Court of Justice (Ontario) sitting in the union representatives. The arbitrator shall notify the union representative and the EMPLOYER Judicial District of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyToronto Region. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, any current or subtract from the provisions of this AGREEMENTpast business or financial relationships with any Party (except prior arbitration). The arbitrator shall consider provide each of the Parties an opportunity to be heard and decide only shall conduct the specific issue(s) submittedarbitration hearing in accordance with the provisions of the Arbitration Act, in writing, 1991 (Ontario). Unless otherwise agreed by the EMPLOYER Parties, the arbitrator shall render a decision within ninety (90) days after the end of the arbitration hearing and shall notify the Parties in writing of such decision and the UNION, and shall have no authority to make a decision on any other issue(s) not so submittedreasons therefor. The arbitrator shall be without authorized only to interpret and apply the provisions of this Agreement and shall have no power to make decisions contrary to modify or inconsistent with or modifying or varying change the Agreement in any way the application of laws, rules or regulations having the force and effect of lawmanner. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer be conclusive, final and binding upon the grievance back Parties. The decision of the arbitrator may be appealed solely on the grounds that the conduct of the arbitrator, or the decision itself, violated the provisions of the Arbitration Act, 1991 (Ontario) or solely on a question of law as provided for in the Arbitration Act, 1991 (Ontario). The Arbitration Act, 1991 (Ontario) shall govern the procedures to apply in the enforcement of any award made. If it is necessary to enforce such award, all costs of enforcement shall be payable and paid by the Party against whom such award is enforced. Unless otherwise provided in the arbitral award to the parties without decision or recommendation. The parties maycontrary, by written agreementeach Party shall bear (and be solely responsible for) its own costs incurred during the arbitration process, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on Party shall bear (and be solely responsible for) its equal share of the costs of the arbitrator. Each Party shall be otherwise responsible for its own meritscosts incurred during the arbitration process.

Arbitration. If any Dispute which is the grievance subject of a recommendation by the Referee is not settled in accordance with resolved by agreement between the foregoing procedureparties within 10 Business Days after receipt of the Referee's recommendation or the date the parties have agreed to waive the Referee’s review, or if there is any dispute relating to the UNION appointment of the Referee, then either party may refer the grievance Dispute to arbitration. A Dispute referred to arbitration within fourteen shall be decided by a single arbitrator and the Arbitration Act (14Alberta) calendar shall apply. Arbitration proceedings shall be commenced by the party desiring arbitration (the "Initiating Party") giving notice to the other party entitled to participate in the arbitration proceedings (the "Responding Party") specifying the matter to be arbitrated and submitting the names of three potential arbitrators that would be acceptable to the Initiating Party. Within seven days after the employee and UNION's of receipt of such notice, the EMPLOYER's written answer in Step 2. The parties Responding Party shall mutually agree upon an arbitratoreither select one of the three potential Arbitrators or submit the names of three potential arbitrators that would be acceptable to the Responding Party. If the parties are unable not able to agree on an arbitrator within 14 days of receipt of the notice to arbitrate issued by the Initiating Party through the above or any other process or mechanism agreed to by the parties, then either party may apply to the Court of Queen’s Bench of Alberta to appoint the arbitrator, the selection of . The parties will use their best efforts to select an arbitrator who is qualified by a profession or occupation to decide the matter in dispute and have at least 10 years' related experience. The seat of the arbitration shall be made Edmonton, Alberta. The arbitrator will have the authority to award any remedy or relief that a judge of a court of competent jurisdiction within the Province of Alberta could order or grant in accordance with the "Rules Governing DBFO Agreement. Meetings and hearings of the Arbitration arbitrator will take place in the City of Grievances" Edmonton. Subject to the foregoing, the arbitrator may fix the date, time and place of meetings and hearings in the arbitration and will give all parties adequate notice of same. Subject to any adjournments which the arbitrator allows, the final hearing will be continued on successive Business Days until it is concluded. All meetings and hearings will be in private unless the parties agree otherwise and both parties are entitled to be represented at any meetings or hearings by legal counsel. Either party may examine and re-examine all its own witnesses at the arbitration and may cross-examine all of the other party’s witnesses. The arbitration will be kept confidential and the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted and exchanged, and testimony or other oral submission and any awards) will not be disclosed beyond the arbitrator, the parties, their counsel and any person necessary to the conduct of the proceeding, except as established by may be lawfully required in judicial proceedings relating to the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesarbitration or otherwise. The arbitrator shall hear will make and send a decision in writing not later than 15 Business Days after the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close conclusion of the hearing or submission of briefs by the parties, whichever is laterand, unless the parties agree to an extension thereofotherwise, will set out reasons for the decision. Costs will be awarded in accordance with the Arbitration Act (Alberta) unless the parties have previously agreed on the basis for the apportionment of costs. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record decision of the proceedings, it may cause such a record arbitrator will be final and binding on the parties and subject only to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, judicial review or subtract from an appeal in accordance with the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsArbitration Act (Alberta).

Arbitration. If not satisfied with the Employer answer in Step Two, only the Union may appeal the grievance to arbitration within twenty-five (25) week days from the date of the Department's answer in Step Two. If an unresolved grievance is not timely appealed to arbitration, it shall be considered terminated on the basis of the Employer's Step Two answer without prejudice or precedent in the resolution of future grievances. The parties may propose consolidation of grievances containing similar issues. In the event the department does not provide the required Step Two answer to a grievance within the time limit above, the Union may request the Office of the State Employer to schedule and hold a meeting, within ten (10) weekdays, where the department will provide an oral response to the grievance sufficient to enable the Union to make an informed decision regarding its merits. At the request of the Union following a Step Two denial of a disciplinary grievance, a Staff Representative of the Union and the Department where the grievance originates discuss the matter. An effort shall be made in such discussions to arrive at fair and equitable grievance settlements to avoid the necessity of arbitration. Such settlements, if reached, shall be confirmed in writing when agreed to by the departmental Employer and the Union. If not satisfied with the Employer answer in Step Two, the Union may appeal the grievance to arbitration by notifying the Office of the State Employer in writing prior to or concurrent with submission of the demand for arbitration according to the provisions of this section. Before the arbitration hearing, representative(s) of the Union, the Office of the State Employer, and/or the departmental Employer may request a meeting to review the grievance. An effort shall be made in such discussions to arrive at a fair and equitable grievance settlement to avoid the necessity of arbitration. Such settlement shall be confirmed in writing when agreed to by the Union and the Office of the State Employer. If the grievance is not settled in accordance with the foregoing procedureresolved through such meeting, the UNION Union may refer continue to arbitration. This process shall not impede or delay the grievance to arbitration process. All issues not previously raised, including threshold issues, shall be raised by either party in writing within fourteen fifteen (1415) calendar week days after following the employee and UNIONEmployer's receipt of the EMPLOYER's written answer demand for arbitration. The Union and the Office of the State Employer will each nominate five (5) arbitrators to serve on a panel to hear grievances appealed to arbitration. Any arbitrator nominated by both parties shall serve on the panel. The Employer and the Union may each strike up to three (3) names remaining on the other party’s list. All names not stricken shall serve on the panel. The names of the arbitrators designated to serve on the panel and who agree to serve shall be listed in Step 2alphabetical order and shall serve on a rotating basis. Upon notice to the State Employer that a grievance is appealed to arbitration subject to the approval of the Union’s grievance committee, the grievance will be assigned to the next arbitrator on the list. Upon notice to the State Employer that the grievance has been approved for arbitration, the Employer will send, within ten (10) weekdays, a request for arbitration to the arbitrator so assigned and provide copies of the request to the affected department and the Union. Each request for arbitration shall require the arbitrator schedule and hold the hearing within sixty (60) days of receiving the request for arbitration. The parties shall mutually agree upon an arbitrator. If the parties are unable expected to agree on an arbitrator, the selection of an arbitrator shall be made set aside all normal business in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act order to schedule and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of hold the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereofwithin sixty (60) days. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by By mutual written agreement, agree to submit more than one grievance the parties may waive the sixty (60) day requirement. Upon notice from the arbitrator that the sixty (60) day time limit cannot be met, the State Employer shall send a second request for arbitration to the next arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsthe list.

Arbitration. If Any claim, controversy, or dispute arising between the grievance parties with respect to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to and resolved by binding arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration Act and (except as otherwise specified herein) the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the arbitration is not settled commenced. The venue for the arbitration shall be the Atlanta, Georgia offices of the American Arbitration Association. Either party may notify the other party at any time of the existence of an arbitrable controversy by delivery in accordance with the foregoing procedureperson or by certified mail of a Notice of Arbitrable Controversy. Upon receipt of such a Notice, the UNION may refer the grievance parties shall attempt in good faith to arbitration resolve their differences within fourteen fifteen (1415) calendar days after the employee and UNION's receipt of such Notice. Notice to the EMPLOYER's Company and the Executive shall be sent to the addresses specified in Section 7 above. If the dispute cannot be resolved within the fifteen (15) day period, either party may file a written answer in Step 2Demand for Arbitration with the American Arbitration Association’s Atlanta, Georgia Regional Office, and shall send a copy of the Demand for Arbitration to the other party. The parties arbitration shall mutually agree be conducted before a panel of three (3) arbitrators. The arbitrators shall be selected as follows: (a) The party filing the Demand for Arbitration shall simultaneously specify his or its arbitrator, giving the name, address and telephone number of said arbitrator; (b) The party receiving such notice shall notify the party demanding the arbitration of his or its arbitrator, giving the name, address and telephone number of the arbitrator within five (5) days of the receipt of such Demand for Arbitration; (c) A neutral person shall be selected through the American Arbitration Association’s arbitrator selection procedures to serve as the third arbitrator. The arbitrator designated by any party need not be neutral. In the event that any person fails or refuses timely to name his arbitrator within the time specified in this Section 8, the American Arbitration Association shall (immediately upon notice from the other party) appoint an arbitrator. If The arbitrators thus constituted shall promptly meet, select a chairperson, fix the time, date(s), and place of the hearing, and notify the parties. To the extent practical, the arbitrators shall schedule the hearing to commence within sixty (60) days after the arbitrators have been impaneled. A majority of the panel shall render an award within ten (10) days of the completion of the hearing, which award may include an award of interest, legal fees and costs of arbitration. The panel of arbitrators shall promptly transmit an executed copy of the award to the respective parties. The award of the arbitrators shall be final, binding and conclusive upon the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceshereto. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from have the provisions award enforced by any court of this AGREEMENTcompetent jurisdiction. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.Executive initials: Company initials:

Arbitration. If the grievance mediation is not settled in accordance with the foregoing procedureconducted without success, the UNION Union may refer advance the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt 10 workdays of the EMPLOYER's last date of mediation. If mediation is waived by written answer in agreement of the parties, the Union may advance the grievance to arbitration within 10 workdays of the Step 24 response. The parties In either event, representatives of the School and the Union shall mutually agree upon meet to select an arbitrator. If the parties are unable to agree on an arbitrator within 20 workdays after the mediation in Step 5(a), the parties shall request the Federal Mediation and Conciliation Service to submit a list of 7 arbitrators. The parties shall alternately strike the names of 3 arbitrators, taking turns as to the first strike. The person whose name remains shall be the arbitrator, provided that either party, before striking any names, shall have the selection right to reject 1 entire panel of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesarbitrators. The arbitrator shall hear be notified of selection by a joint letter from the grievance at School and the Union requesting that the arbitrator set a scheduled meeting time and place for the hearing, subject to the availability of the EMPLOYER grievant, witnesses, and other School and Union representatives, and shall be notified of the issues where mutually agreed by the parties. The parties shall follow the voluntary rules of the American Arbitration Association, except where such rules conflict with the express terms of this Agreement, in which case this Agreement shall prevail. The parties agree to attempt to arrive at a joint stipulation of facts and issues to be submitted to the arbitrator. The School or Union shall have the right to request that the arbitrator require the presence of witnesses and/or production of documents. Each party shall bear the expense of its own witnesses who are not employees of the School. The expenses and fees of the arbitrator and the union representativescosts of the hearing room shall be shared equally by the parties. Nothing in this article shall preclude the parties from agreeing to the appointment of a permanent arbitrator(s) during the term of this Agreement or to use the expedited arbitration procedures of the American Arbitration Association. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the no right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENTAgreement. The arbitrator shall consider and decide only the question of fact as to whether there has been a violation, misinterpretation, or misapplication of the specific issue(s) submitted, provisions of this Agreement based on the specific issue submitted to the arbitrator by the parties in writing, . If no joint written stipulation of the issue is agreed by the EMPLOYER School and the UNIONUnion, and the arbitrator shall be empowered to determine the issue raised by the grievance as submitted in writing at Step 2. The arbitrator shall have no authority to make a decision on any other issue(s) issue not so submittedsubmitted or raised. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application applicable laws or rules and regulations of lawsfederal, rules state, or regulations having local administrative bodies that have the force and effect of law. The decision shall be based solely upon of the arbitrator's interpretation or application of , if made in accordance with the express terms of this AGREEMENT jurisdiction and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance authority granted to the arbitrator provided that each grievance pursuant to this Agreement, will be considered accepted as a separate issue final by the School, the Union, and each on its own meritsthe employee, and all parties will abide by it.

Arbitration. 8.01 Should any grievance fail to be satisfactorily settled under the foregoing procedure, the Union may within ten (10) days following receipt of the answer from the Administrator or her designate, notify the Employer in writing of its desire to submit the difference or allegation to arbitration. The Union and the Employer may agree upon a single arbitrator to hear the matter and for this purpose will exchange nominations. Failing agreement between the Union and the Employer within six (6) days as to the single arbitrator to be appointed, the matter may be referred within four (4) days thereafter to a board of arbitration composed of three (3) members, and either the Union or the Employer may inform the other party in writing of its desire to submit the matter to arbitrations by a three-person board, and the notice shall contain the name of the first party's appointee to the arbitration board. The recipient of the notice shall within ten (10) days advise the other party of the name of its appointee to the arbitration board. The two appointees so selected shall within ten (10) days of the appointment of the second of them, appoint a third person who shall be chairman. If either party fails to make the required appointments within the time designated, either or both parties may request the Minister of Labour to fill the vacancies. No person may act as an arbitrator who is a member of the Union or an employee or solicitor or agent of either the Union or the Employer or who has been directly involved in attempts to negotiate or settle the grievance. The arbitration board shall hear and determine the difference and shall issue a decision and the decision shall be final and binding upon the parties and upon any employee affected by it. The decision of a majority shall be the decision of the arbitration board, but if there is no majority, the decision of the chairman shall govern. The decision shall be discussed by the arbitration board with all members of the board present before it is rendered to the parties involved. If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance referred to arbitration within fourteen the said ten (1410) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitratorday period, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsconclusively deemed to have been finally abandoned.

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the UNION The arbitration provi­ sions of this Agreement may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established Invoked only by the Public Employment Relations Act and administered by Union or the State Employer, either of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision which may within thirty (30) calendar days following after failure to adjust the close grievance in accordance with the grievance procedure serve upon the other party a written demand for arbitration stating the issue to be arbitrated. The parties shall endeavor to select an impartial arbitrator. Uowever, If the parties fail to agree upon an arbitrator who is willing and able to serve within ■fifteen (15) calendar days after service of the hearing demand for arbitration, either party may, within seven (7) calendai days thereafter, request either the Federal ?7 Mediation and Conciliation Service or submission of briefs by the partiesAmerican Arbitration Association, whichever is laterthe party submit­ ting the grievance may choose, unless to submit a list of nol less than five disinterested persons who are qualified and willing to act as Impartial arbitrators. Upon receipt of this list, an authorized representative of the Union and of the Employer shall flip a coin to determine who shall have first choice to strike a * name. The party winning the toss shall then strike a name from the panel. Thereafter, the parties agree to an extension thereofshall alternately strike one name until only one remains. The fees and expenses for the arbitrator's services and proceedings Th" person whose name remains shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyselected arbitrator. The arbitrator shall not have commence bearings ns quick!\ as possible after his selection and shall render Ills award in writing together with his written finding-; and conclusions as quickly ss reasonably possible nfter the right hearing. The award shall be final and bind lng upon the parties to amend, modify, nullify, ignore, add to, this Agreement and upon the complaining employee or subtract from the provisions of this AGREEMENTemployees. If any. The arbitrator shall consider have no power to determine arbitrability nor to add to, subtract from, modifv. ■ amend any provision of this Agreement, nor to substi­ tute his discretion for the discretion of the Union or the Employer, change existing wage rates, or xxxx­ xxxxx proposals for the amendment or renewal of this Agreement. The arbitrator’s fees and decide only expenses, the specific issue(s) submitted, in writing, cost of any hearing room and the cost of a shorthand reporter and of the original transcript shall be borne by the EMPLOYER loser. All other cost and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator expense shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered borne by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsparty Incurring them.

Arbitration. If the grievance is not settled in accordance on the basis of the foregoing procedures, and if the grievant and the Association have complied with the foregoing procedurespecific time limitations specified in Steps 1, 2, 3 and 4 herein, the UNION Association may refer submit the grievance issue in writing to arbitration within fourteen (14) calendar days after following the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitratorreply from the Director of Labor Relations or designee. If the parties are unable Hospital and the Association fail to agree on an arbitrator, the selection a list of an arbitrator eleven (11) arbitrators shall be made requested from the Federal Mediation and Conciliation Service. The parties shall thereupon alternate in accordance with striking a name from the "Rules Governing panel until one name remains. The person whose name remains shall be the Arbitration of Grievances" as established by arbitrator. Prior to proceeding to arbitration, the Public Employment Relations Act Association will fully identify and administered by describe the State of Minnesota Bureau of Mediation Servicesissue to be submitted to the Arbitrator. The arbitrator's decision shall be final and binding on all parties. The arbitrator shall hear have no authority to add to, subtract from, or otherwise change or modify the grievance at a scheduled meeting subject provisions of this Agreement, but shall be authorized only to interpret existing provisions of this Agreement as they may apply to the availability specific facts of the EMPLOYER and the union representativesissue in dispute. The arbitrator Arbitrator shall notify have no authority to award punitive damages. Any dismissal of a grievance by the union representative and Arbitrator, whether on the EMPLOYER of his/her decision within thirty (30) calendar days following the close merits or on procedural grounds, shall bar any further litigation of the hearing or submission issue in dispute. Each party shall bear one-half (1/2) of briefs by the partiesfee of the arbitrator for an Award issued on a timely basis and any other expense jointly incurred incident to the arbitration hearing. All other expenses, whichever is laterincluding but not limited to legal fees, unless deposition costs, witness fees, and any and every other cost related to the parties agree to an extension thereof. The fees and expenses for the arbitratorpresentation of a party's services and proceedings case, shall be borne equally by the EMPLOYER party incurring them, and the UNION, provided that each neither party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or the expenses of witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, called by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsparty.

Arbitration. If The party desiring arbitration shall notify the grievance is not settled other party in accordance with writing of its desire to submit the foregoing procedure, the UNION may refer the grievance difference or allegation to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2arbitration. The grievance shall be submitted to a mutually agreed upon single arbitrator. Should the parties shall mutually fail to agree upon an arbitratorarbitrator within the five (5) days of written notification of desire to move to arbitration, the appointment shall be made by the Minister of Labour upon request of either party. Upon written request of either Party, the grievance shall be submitted to a Board of Arbitration. The written request shall contain the name of the first party's appointee to an Arbitration Board. The recipient of the notice shall, within five (5) days, inform the other party of the name of its appointee to the Board of Arbitration. Where two (2) appointees are so selected, they shall, within five (5) days of the appointment of the second of them, appoint a third person who shall be the Chairperson. If the parties are unable recipient of the notice fails to appoint an Appointee, or if the two appointees fail to agree on an arbitratorupon a Chair within five (5) days, the selection of an arbitrator appointment shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Minister of Labour upon the request of either party. A grievance may submitted to expedited arbitration under Section 49 of the Labour Relations Act and administered Act. The single Arbitrator or Board of Arbitration shall hear pertinent representation by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own and/or representatives and witnesses. Employees who serve as such representatives determine the difference or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, allegation and shall have no authority to make issue a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawdecision. The decision shall be based solely final and binding upon the arbitrator's interpretation parties and upon any teacher or application Employer affected by it. The decision of a majority is the decision of the express terms Board of this AGREEMENT and on Arbitration, but, if there is not a majority, the facts decision of the grievance presentedChair governs. If The single arbitrator or Board of Arbitration shall not, by its decision, add to, delete from, modify or otherwise amend the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendationCollective Agreement. The parties maysingle arbitrator or Board of Arbitration shall have the power to relieve against time lines, by written agreementmodify penalties, agree to submit more than one grievance to including discharge and disciplinary penalties, and make whatever decision it considers just and equitable in the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscircumstances.

Arbitration. If Except as otherwise expressly provided elsewhere in this Agreement, in the grievance is event that any dispute should arise between the parties as to the meaning, effect, performance, enforcement, or other issue in connection with this Agreement, which dispute cannot settled in accordance with be resolved by the foregoing procedureparties, except the question of Employee's disability under Section 8(c), the UNION may refer dispute shall be decided by final and binding arbitration of a panel of three arbitrators who shall be present or former executives of Federal savings institutions located in the grievance to United States. Proceedings in arbitration within fourteen (14) calendar days after and its conduct shall be governed by the employee and UNION's receipt rules of the EMPLOYER's written answer in Step 2American Arbitration Association ("AAA") applicable to commercial arbitrations (the "Rules") except as modified by this Section. The Employee shall appoint one arbitrator, the Bank shall appoint one arbitrator, and the third shall be appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the panel. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision appoint their arbitrators within thirty (30) calendar days following after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party's arbitrator, and the two arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. The arbitrators shall render their decision in writing within thirty (30) days after the close of evidence or other termination of the hearing proceedings by the panel, and the decision of a majority of the arbitrators shall be final and binding upon the parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the Uniform Arbitration Act in force in the State of New York or submission any applicable successor legislation. Any hearings in the arbitration shall be held in the City of briefs White Plains, New York unless the parties shall agree upon a different venue, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall be shared equally by the parties, whichever is later, unless the parties agree to an extension thereof. The costs of the arbitration, including the fees and expenses for the arbitrator's services and proceedings of AAA, shall be borne equally by as directed in the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record decision of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritspanel.

Arbitration. If In the grievance is not settled event of any dispute under Section 6.2(a) with respect to the Annual Business Plan or the Annual Budget, between Owner Member and/or its appointed Manager on the one hand, and Investor Member and/or the SLG or RXR Realty appointed Manager on the other hand, at any time, either Participating Member may submit such dispute to final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures in effect at that time, by an arbitrator with at least ten years of experience in operating and managing real estate operating companies owning properties similar to the foregoing procedure, Property in Manhattan. Each Participating Member shall submit to the UNION may refer Arbitrator its position on each matter in dispute and any applicable materials that it desires that the grievance to arbitration arbitrator consider in making its determination within fourteen (14) calendar days after 7 Business Days following the employee and UNION's receipt appointment of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(smaterials submitted to it for resolution. The Participating Members shall cooperate with JAMS and with each other in scheduling the arbitration proceedings so that a final non-appealable award is rendered within 30 calendar days after submission to arbitration, and any notice requirements under Paragraph 14(b) submittedof the JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by the JAMS arbitrator in its discretion. The non-prevailing party in such arbitration shall pay all fees and disbursements due to JAMS and the JAMS arbitrator as well as the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the prevailing party incurred in connection with the arbitration. The JAMS arbitrator shall be (i) a disinterested and impartial person and (ii) selected in accordance with Paragraph “12(c)” et seq. of the JAMS Streamlined Arbitration Rules and Procedures. The JAMS arbitrator shall be bound by the provisions of this Agreement and by Applicable Law. The JAMS arbitrator shall select the position proposed by either the Owner Member or the Investor Member for each disputed line item (and no other position), which, in writinghis or her opinion, by is more consistent with the EMPLOYER and the UNIONprevailing practices of prudent owners of similar Class A office buildings in Manhattan, and shall have no authority to make a decision on any other issue(s) not so submittednotify the Participating Members of its determination. The position selected by the JAMS arbitrator with respect to each item in dispute shall be without power deemed to make decisions contrary be included in the Annual Business Plan (including the Annual Budget). Any decision rendered by the JAMS arbitrator with respect to or inconsistent with or modifying or varying any matter in dispute shall be final, conclusive and binding upon the Company and the Participating Members and may be entered and enforced in any way the application of laws, rules or regulations court having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsjurisdiction.

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her their decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNIONUNION in the event of a split decision, provided that each party shall be responsible for compensating its own representatives and witnesses. In the event that the arbitrator rules for one party or the other, the fees and expenses for the arbitrator’s services and proceedings shall be borne by the losing party, provided that each party still remains responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rateBASE PAY RATE. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.

Arbitration. 11.01 The parties agree that all questions or matters in dispute as to the interpretation or effect or any provision of this Agreement shall be finally settled by arbitration in the manner hereinafter set forth. If either of the grievance is Optionee or the Optionor wishes to submit a matter to arbitration, then such party shall give to the other party not settled in accordance with the foregoing procedureless than ten (10) days' prior written notice of intention to do so, the UNION may refer party giving notice shall nominate one arbitrator and the grievance to arbitration other shall within fourteen fifteen (1415) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2receiving such notice nominate another arbitrator. The parties two arbitrators so nominated shall mutually agree upon an arbitrator. If within the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within next thirty (30) calendar days following unanimously agree on the close appointment of a third arbitrator to act with them and to be chairman of the arbitration. If either of the Optionee or the Optionor shall fail to nominate an arbitrator within fifteen (15) days after receiving notice of the nomination of the first arbitrator, the first arbitrator shall be the only arbitrator, and if two arbitrators are nominated but shall be unable to agree unanimously on the appointment of the chairman, the chairman shall be appointed under the provisions of the Commercial Arbitration Act (British Columbia). In all other respects, the arbitration shall be conducted in accordance with such Act and the chairman or, in the case whereby only one arbitrator is nominated, the single arbitrator shall fix a time and place in Vancouver, British Columbia for the purpose of hearing or submission evidence and representations and he shall preside over the arbitration and determine all questions of briefs by the parties, whichever is later, unless the procedure not provided for under such Act. The parties agree that the award of a majority of arbitrators or, in the case of a single arbitrator of the said arbitrator shall be binding upon each of them both as to law and fact and there shall be no appeal therefrom. Judgment or any award rendered pursuant to the arbitration proceedings may be entered into any court of competent jurisdiction or application made to such court for Judicial acceptance of the award and an extension thereoforder of enforcement. The fees and expenses for the arbitrator's services and proceedings costs of arbitration shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, unless otherwise determined by the EMPLOYER and arbitrator(s) in the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsaward.

Arbitration. If the grievance is not settled in accordance with adjusted satisfactorily through the foregoing procedureprocedure hereinbefore mentioned, the UNION issue may refer the grievance be referred to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable Union desires to agree on submit such grievance to an arbitrator, the selection of an impartial arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear (providing the grievance at a scheduled meeting subject is one which does not involve matters in which arbitration is specifically prohibited under the terms of this Agreement, and which the Company and Union have mutually agreed to the availability of the EMPLOYER and the union representatives. The arbitrator shall submit to arbitration) it must notify the union representative and the EMPLOYER Company of his/her decision that fact, in writing, within thirty (30) calendar days after the date the Plant Manager, or other duly authorized representative, advised the Workmen's Committee of his decision. The Union and the Company shall make written application to the Federal Mediation & Conciliation Service requesting a seven-name arbitrator panel from which the parties shall select one (1) arbitrator. The parties shall alternately each strike one name until only one (1) name remains who shall act as Arbitrator. It is understood that, starting with the first arbitration case following the close date of the hearing or submission execution of briefs this Agreement, the Union shall strike the first name. In the next case, the first name shall be stricken by the partiesCompany, whichever and alternately the Union and the Company thereafter. Both the Company and the Union shall have the right to reject two (2) panels submitted by the Federal Mediation & Conciliation Service. When the Arbitrator has been selected, he shall meet for the consideration of the grievance as soon thereafter as is laterpractical. Any such procedure shall be held in El Dorado, Arkansas, unless the parties agree to an extension thereofunanimously decide otherwise. The fees and expenses for expense of the arbitrator's services and proceedings Arbitrator shall be borne shared equally by the EMPLOYER Company and the UNIONUnion. The Arbitrator shall decide only the grievance submitted to him upon testimony presented to him by the Union and the Company, and shall render his decision in writing. Except as otherwise specifically provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedingsthis Agreement, the cost Arbitrator shall be shared equally. The arbitrator have no power to change the wages, hours, or conditions of employment set forth in this Agreement; he shall not have the right no power to amend, modify, nullify, ignore, add to, or subtract from or modify any of the terms of this Agreement; he shall deal only with the grievance which occasioned his appointment. He will require that the Union has the burden of establishing its position on behalf of the employee, except in a discipline and/or discharge case when the burden will be on management. The parties hereto shall comply fully with the award or decision made by any such Arbitrator, and the decision of the Arbitrator will be final and binding on both parties. No provisions of this AGREEMENT. The arbitrator Article, or of any other Article of this Agreement, shall consider and decide only the specific issue(s) submitted, in writing, deprive any employee covered by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT Agreement of any rights to which he may be entitled under Section 9(a) of the Labor Management Relations Act of 1947, or any other Statute of the United States. The Union has the authority to process, abandon, or settle grievances on behalf of employees. It is provided, however, that no grievance as to wage scales that shall be paid to all or any group of the employees in the bargaining unit shall be submitted to an arbiter, in any event. The question as to whether a person has been paid the rate to which he is entitled, in accordance with the wage rates set forth in Exhibit "A" to this Agreement, for work which he has performed shall be a subject for arbitration. The grievance and on arbitration provisions provided for herein, in addition to any other right or obligation under the facts Agreement, are limited to grievances or clams arising and actually filed in writing during the term of this Agreement. In the event a grievance arises over a discharge or layoff, the first and second steps of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will procedure may be considered as a separate issue and each on its own meritsbypassed.

Arbitration. If a timely grievance has not been resolved within fifteen (15) calendar days after receiving the reply from Step 3 from the city administrator or his designee and if no request for arbitration is made within that time frame, the matter shall be deemed withdrawn or waived. If a grievance is not settled in accordance with during the foregoing procedureabove steps, the UNION grievance may refer the grievance be taken to arbitration only by the union. If arbitration is requested within fourteen the timeframe, by the union, the parties shall jointly request the Federal Mediation and Conciliation Service to provide a panel of seven (147) calendar days recognized arbitrators from which one (1) will be chosen by alternate striking of names. The request shall specify that the panel be composed only of arbitrators who are members of the National Academy of Arbitrators and a resident of Illinois, Iowa, Wisconsin, or Indiana. The party who strikes first shall be determined by a coin flip. The name remaining on the list after the employee and UNION's receipt of other names have been stricken shall be the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesEither party may reject one entire panel. The arbitrator shall hear the grievance at act in a scheduled meeting subject to the availability of the EMPLOYER judicial, not legislative, capacity and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the no right to amend, modify, nullify, ignore, add toadd, or subtract from the provisions of this AGREEMENTagreement. The arbitrator shall only consider and decide only make a decision with respect to the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, issue submitted and shall have no authority to make a decision on any other issue(s) issue not so submittedsubmitted to him. In the event the arbitrator finds a violation of the terms and conditions of this agreement, the arbitrator shall formulate an appropriate remedy. The arbitrator shall have no authority to extend time limits for filing of the grievance or appeal to arbitration. If the grievance raises issues not addressed by the terms of this agreement, the arbitrator shall so rule and make no further comment on the matter. Expenses for the arbitrator's services, if any, shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way shared equally by the application parties. Each party shall be responsible for compensating its own witnesses. If either party desires, a record of lawsthe proceedings shall be made, rules or regulations having and the force and effect cost of lawthe court reporter shall also be shared equally by both parties. The arbitrator's decision shall be based solely upon his interpretation of the arbitrator's interpretation meaning or application of the express terms and conditions of this AGREEMENT and on agreement to the facts of the grievance presented. If A decision consistent with the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions terms of this AGREEMENTagreement and not exceeding the arbitrator’s authority, the arbitrator as limited herein shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue final and each on its own meritsbinding.

Arbitration. If Any claim, controversy, or dispute arising between the grievance parties with respect to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to and resolved by binding arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration Act and (except as otherwise specified herein) the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the arbitration is not settled commenced. The venue for the arbitration shall be the Atlanta, Georgia offices of the American Arbitration Association. Either party may notify the other party at any time of the existence of an arbitrable controversy by delivery in accordance with the foregoing procedureperson or by certified mail of a Notice of Arbitrable Controversy. Upon receipt of such a Notice, the UNION may refer the grievance parties shall attempt in good faith to arbitration resolve their differences within fourteen fifteen (1415) calendar days after the employee and UNION's receipt of such Notice. Notice to the EMPLOYER's Company and the Executive shall be sent to the addresses specified in Section 7 above. If the dispute cannot be resolved within the fifteen (15) day period, either party may file a written answer in Step 2Demand for Arbitration with the American Arbitration Association’s Atlanta, Georgia Regional Office, and shall send a copy of the Demand for Arbitration to the other party. The parties arbitration shall mutually agree be conducted before a panel of three (3) arbitrators. The arbitrators shall be selected as follows: (a) The party filing the Demand for Arbitration shall simultaneously specify his or its arbitrator, giving the name, address and telephone number of said arbitrator; (b) The party receiving such notice shall notify the party demanding the arbitration of his or its arbitrator, giving the name, address and telephone number of the arbitrator within five (5) days of the receipt of such Demand for Arbitration; (c) A neutral person shall be selected through the American Arbitration Association’s arbitrator selection procedures to serve as the third arbitrator. The arbitrator designated by any party need not be neutral. In the event that any person fails or refuses timely to name his arbitrator within the time specified in this Section 8, the American Arbitration Association shall (immediately upon notice from the other party) appoint an arbitrator. If The arbitrators thus constituted shall promptly meet, select a chairperson, fix the time, date(s), and place of the hearing, and notify the parties. To the extent practical, the arbitrators shall schedule the hearing to commence within sixty (60) days after the arbitrators have been impaneled. A majority of the panel shall render an award within ten (10) days of the completion of the hearing, which award may include an award of interest, legal fees and costs of arbitration. The panel of arbitrators shall promptly transmit an executed copy of the award to the respective parties. The award of the arbitrators shall be final, binding and conclusive upon the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceshereto. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amendhave the award enforced by any court of competent jurisdiction. Executive initials: Company initials: 9. NO WAIVER. No provision of this Agreement may be modified, modifywaived or discharged unless such waiver, nullify, ignore, add tomodification or discharge is approved by the Board and agreed to in a writing signed by the Executive and such officer as may be specifically authorized by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or subtract from the provisions compliance with, any condition or provision of this AGREEMENT. The arbitrator Agreement to be performed by such other party shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make be deemed a decision on waiver of any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to provisions or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms conditions of this AGREEMENT and on Agreement at the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law same or statute, at any prior or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritssubsequent time.

Arbitration. If Except for any dispute or matter arising after a Change in Control, as defined in paragraph 18, any dispute arising under this Agreement, to the grievance is not settled in accordance with the foregoing proceduremaximum extent allowed by applicable law, shall be subject to arbitration and prior to commencing any court action, the UNION may refer parties agree that they shall arbitrate all controversies. The arbitration shall be pursuant to the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt terms of the EMPLOYER's written answer in Step 2Federal Arbitration Act. The parties shall mutually agree upon notify each other of the existence of an arbitratorarbitrable controversy by certified mail and shall attempt in good faith to resolve their differences within fifteen (15) days after the receipt of such notice. Notice to Employee shall be sent to Employee's address as it appears in Corporation's records and notice to Corporation shall be sent to: Arbitration Officer, AFLAC Incorporated, AFLAC Xxxxxxxxx Xxxxxxxxxxxx, Xxxxxxxx, Xxxxxxx, 00000. If the parties are unable to agree on an dispute cannot be resolved within said fifteen (15) day period, either party may file a written demand for arbitration with the other party. The party filing such demand shall simultaneously specify his or its arbitrator, giving the selection name, address and telephone number of an said arbitrator. The party receiving such notice shall notify the party demanding the arbitration of his or its arbitrator shall be made in accordance with giving the "Rules Governing name, address, and telephone number of said arbitrator within five (5) days of the Arbitration receipt of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicessuch demand. The arbitrator named by the respective parties need not be neutral. The Senior Judge of the Superior court of Muscogee County, Georgia, on request by either party, shall hear appoint a neutral person to serve as the grievance at third arbitrator and shall also appoint an arbitrator for any party failing or refusing to name his arbitrator within the time herein specified. The arbitrators thus constituted shall promptly meet, select a scheduled meeting subject chairperson, fix the time and place of the hearing, and notify the parties. The majority of the panel shall render an award within ten (10) days of the completion of the hearing, and shall promptly transmit an executed copy of the award to the availability of the EMPLOYER respective parties. Such an award shall be binding and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless conclusive upon the parties agree to an extension thereofhereto, in the absence of fraud or corruption. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from have the provisions of this AGREEMENT. The arbitrator shall consider and decide only award made the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application judgment of the express terms court of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscompetent jurisdiction.

Arbitration. If the grievance is not settled in accordance on the basis of the foregoing procedures, and if the grievant and the Union have complied with the foregoing procedurespecific time limitations specified in Steps 1, 2, 3 and 4 herein, the UNION Union may refer submit the grievance issue in writing to arbitration within fourteen (14) calendar days after following the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitratorreply from the Hospital Administrator or designee. If the parties are unable Hospital and the Union fail to agree on an arbitrator, the selection a list of an arbitrator eleven (11) arbitrators from Washington and/or Oregon shall be made in accordance with requested from the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act Federal Mediation and administered by the State of Minnesota Bureau of Mediation ServicesConciliation Service. The arbitrator parties shall hear thereupon alternate in striking a name from the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representativespanel until one (1) name remains. The person whose name remains shall be the arbitrator. Any arbitrator shall notify the union representative and the EMPLOYER of his/her decision accepting an assignment under this Article agrees to issue an award within thirty sixty (3060) calendar days following of the close of the hearing or submission the receipt of briefs by the partiespost-hearing briefs, whichever is later, unless and the parties agree arbitrator shall have no jurisdiction to an extension thereofdecide the issue after that sixty (60) day period. The fees arbitrator’s decision shall be final and expenses binding on all parties. The arbitrator shall have no authority to add to, subtract from, or otherwise change or modify the provisions of this Agreement, but shall be authorized only to interpret existing provisions of this Agreement as they may apply to the specific facts of the issue in dispute. The Arbitrator shall have no authority to award punitive damages, nor shall the arbitrator be authorized to make a back pay award for any period earlier than the arbitrator's services beginning of the pay period prior to the pay period in effect in which the grievance was first presented to the Hospital at Step 1 of this grievance procedure. Each party shall bear one-half (1/2) of the fee of the arbitrator for an Award issued on a timely basis and proceedings any other expense jointly incurred incident to the arbitration hearing. All other expenses, including but not limited to legal fees, deposition costs, witness fees, and any and every other cost related to the presentation of a party’s case in this or any other forum, shall be borne equally by the EMPLOYER party incurring them, and the UNION, provided that each neither party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or the expenses of witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, called by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsparty.

Arbitration. If Except as otherwise provided in this Agreement, if claims, controversies or disputes between the grievance parties or the parties’ agents, employees, officers, directors, or affiliated agents (hereafter “Dispute”) (including whether a particular dispute is subject to arbitration as provided hereunder) cannot be settled through the negotiation process outlined in Section 15.1, the parties agree that such Dispute will be resolved by binding arbitration conducted in the Seattle, Washington offices of Judicial Arbitration & Mediation Services, Inc. before a single neutral arbitrator. The parties agree that the Agreement affects interstate commerce such that the Federal Arbitration Act and federal arbitration law apply to all Disputes. The parties will submit any documents requested by the arbitrator in advance of the hearing date specified by the arbitrator. The appointed arbitrator selected may grant discovery as required by the reasonable needs of the case and determine motions filed, including motions for preliminary or ancillary relief and for summary disposition, but will do so in accordance with the foregoing procedureparties’ desire to economically and quickly resolve the Disputes between them. As soon as practicable after the hearing, the UNION arbitrator will issue a written decision specifying such relief as may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesappropriate. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall may not be compensated at a rate award relief in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from inconsistent with the provisions of this AGREEMENTAgreement, or order consolidation or arbitration on a class wide basis. The arbitrator shall consider arbitrator’s award will be final, non-appealable and decide only binding and may be enforced in any court of competent jurisdiction. Each Party will bear its own costs and attorneys’ fees and will share equally in the specific issue(sfees and expenses of the arbitrator. Demand for arbitration will be forever barred unless made within one (1) submitted, year from the date when the alleged Dispute arose and will be made by written notice given to the other Party. Neither Party may act as a representative of other claimants or potential claimants in writing, by the EMPLOYER and the UNIONany Dispute, and shall have no authority to make a decision on any other issue(s) two or more individuals’ Disputes may not so submittedbe consolidated or otherwise determined in one proceeding without the prior written consent of all parties. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of lawsEACH PARTY ACKNOWLEDGES AND AGREES THAT THIS DISPUTE RESOLUTION PROVISION CONSTITUTES A WAIVER OF A JURY TRIAL, rules or regulations having the force and effect of lawOR PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statuteIF FOR ANY REASON THIS ARBITRATION CLAUSE IS DEEMED INAPPLICABLE OR INVALID, or not covered by the express provisions of this AGREEMENTCUSTOMER AND T-MOBILE BOTH WAIVE ANY RIGHT TO PURSUE OR PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN CLAIMS ON A CLASSWIDE, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties mayCONSOLIDATED, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsOR REPRESENTATIVE BASIS.

Arbitration. If In order to xxxxxx good government-to­ government relationships and to assure that the grievance Tribe is not settled in accordance unreasonably prevented from commencing a Project and benefiting therefrom, if an agreement with the foregoing procedure, the UNION may refer the grievance to arbitration County is not entered within fourteen fifty-five (1455) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer submission of the Final TEIR, or such further time as the Tribe or the County (for purposes of this Section "the parties") may mutually agree in Step 2writing, any party may demand binding arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association as set forth herein with respect to any remaining disputes arising from, connected with, or related to the negotiation. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator arbitration shall be conducted as follows: Each party shall exchange with each other within five (5) days of the demand for arbitration its last, best written offer made in accordance with during the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesnegotiation pursuant to Section 10.8.8. The arbitrator shall hear the grievance at schedule a scheduled meeting subject hearing to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision be heard within thirty (30) calendar days following the close of the hearing his or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submittedher appointment. The arbitrator shall be limited to awarding only one or the other of the two offers submitted, without power modification, based upon that proposal which best provides feasible mitigation of Significant Effects on the Off-Reservation Environment and on public safety and most reasonably compensates for public services pursuant to make decisions contrary Section 10.8.8, without unduly interfering with the principal objectives of the Project or imposing environmental mitigation measures which are different in nature or scale from the type of measures that have been required to or inconsistent with or modifying or varying mitigate impacts of a similar scale of other projects in any way the application of lawssurrounding area, rules or regulations having to the force and effect of lawextent there are such other projects. The decision arbitrator shall be based solely upon take into consideration whether. the arbitrator's interpretation or application of final ·TEIR provides the express terms of this AGREEMENT data and information necessary to enable the County to determine both . whether the Project may result in a Significant Effect on the facts of Off-Reservation Environment and whether the grievance presentedproposed measures in mitigation are sufficient to mitigate any such effect. If the arbitrator determines that respondent does not participate in the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENTarbitration, the arbitrator shall refer nonetheless conduct the grievance back to arbitration and issue an award, and the parties without decision or recommendation. The parties may, by written agreement, agree to claimant shall submit more than one grievance to such evidence as the arbitrator provided that each grievance will be considered as may require therefor. Review of the resulting arbitration award is waived. In order to effectuate this provision, and in the exercise of its sovereignty, the Tribe agrees to waive its right to assert sovereign immunity in connection with the arbitrator'sjurisdiction or in any action to (i) enforce the other party's obligation to arbitrate, (ii) enforce or confirm any arbitral award rendered in the arbitration, or (iii) enforce or execute a separate issue and each on its own meritsjudgment based upon said award.

Arbitration. If the grievance is not satisfactorily settled in Step 3, the Union may make a written request that the grievance be submitted to arbitration within ten (10) work days following the date the grievance was answered in Step 3. In the event that the employee and his appropriate Union representative do not refer the grievance within the above time period, the grievance shall be considered resolved. An alleged grievance brought by the Employer shall be submitted to the Board of Local Union officers through the Local President within five (5) work days of the occurrence that gave rise to the grievance. The parties shall have five (5) work days to meet to attempt to resolve the alleged grievance. If the grievance is not satisfactorily resolved, the Employer may make a written request that the grievance be submitted to arbitration. A request for arbitration must be submitted within ten (10) work days following the date of the meeting. Upon receipt of a request for arbitration, the Employer, or his designee, and the representative of the Union shall, within ten (10) working days, agree to a mutual selection or request a list of seven (7) impartial arbitrators from the Federal Mediation and Conciliation Service (FMCS). The parties shall agree on a submission agreement outlining the specific issues to be determined by the arbitrator prior to requesting the list. Upon receipt; of the list of seven (7) arbitrators, the parties shall meet to select an arbitrator within seven (7) working days. The parties shall use the alternate strike method from the list of seven (7) arbitrators. The party requesting the arbitration shall make the first strike; strikes will be made until one (1) arbitrator remains. The remaining name shall be designated as the arbitrator to hear the dispute in question. Either party shall have the option to completely reject one (1) list of names provided by the FMCS. All procedures relative to the hearing shall be in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee rules and UNION's receipt regulations of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesFMCS. The arbitrator shall hear hold the grievance at arbitration hearing promptly and issue his decision and recommendation within a scheduled meeting subject to the availability of the EMPLOYER and the union representativesreasonable time thereafter. The arbitrator shall notify limit his decision strictly to the union representative and the EMPLOYER interpretation, application, or enforcement of his/her decision within thirty (30) calendar days following the close those specific articles and/or sections of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereofagreement in question. The fees arbitrator’s decision and expenses for the arbitrator's services and proceedings recommendation shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyconsistent with applicable law. The arbitrator shall not have the right authority to amendadd to, subtract from, modify, nullifychange, ignoreor alter any provision of this Agreement. Furthermore, the arbitrator shall not add to, subtract from, or subtract from modify the provisions of this AGREEMENTlanguage contained therein in arriving at his determination on any issue presented that is proper within the limitations expressed herein. The arbitrator shall consider and decide only expressly confine himself to the specific issue(s) submitted, in writing, by the EMPLOYER and the UNIONprecise issues submitted for arbitration, and shall have no authority to make determine any other issues not submitted. The arbitrator shall not submit observations or declarations of opinion which are not directly essential in reaching a decision on any other issue(s) not so submittedthe issue in question. The arbitrator shall be without power authority to recommend any right or relief on an alleged grievance occurring at any time other than the contract period in which such right originated, or to make decisions contrary to any award based on right arising under any previous agreement, grievance, or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawpractices. The decision arbitrator shall not recommend any new or different wage rates be based solely upon established which were not negotiated as part of the Agreement. In cases of discharge or of suspension, the arbitrator shall have the authority to recommend modification of said discipline. In the event of monetary award, the arbitrator shall not recommend retroactive settlement beyond the date(s) of the incident giving rise to the grievance. The question of a grievance being arbitrable may be raised by either party before the arbitration hearing of the grievance, on the grounds that the matter is non-arbitrable or beyond the arbitrator's interpretation ’s jurisdiction. The first question to be placed before the arbitrator will be whether or application of not the express terms of this AGREEMENT and on the facts of the alleged grievance presentedis arbitrable. If the arbitrator determines that the grievance is covered by law or statutewithin the purview of being arbitrable, or not covered by the express provisions alleged grievance is to be heard on its merits before the same arbitrator. Recommendations of this AGREEMENT, the arbitrator shall refer the grievance back be final and binding upon both parties. All costs directly related to the parties without decision or recommendationservices of the arbitrator shall be paid by the losing party. Expense of any witnesses shall be borne by the party calling the witness. The fees of any court reports shall be paid by the party asking for same: such fees shall be split equally if both parties maydesire a court reporter’s recording, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as or request a separate issue and each on its own meritscopy of any transcript.

Arbitration. If the grievance mediation is not settled in accordance with the foregoing procedureconducted without success, the UNION Union may refer advance the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt 10 workdays of the EMPLOYER's last date of mediation. If mediation is waived by written answer in agreement of the parties, the Union may advance the grievance to arbitration within 10 workdays of the Step 23 response. The parties In either event, representatives of the Employer and the Union shall mutually agree upon meet to select an arbitrator. If the parties are unable to agree on an arbitrator within 10 workdays after the mediation in Step 4(a), the parties shall request the Federal Mediation and Conciliation Service to submit a list of seven arbitrators. The parties shall alternately strike the name of an arbitrator, alternating between grievances which party takes its turn to the selection of an arbitrator first strike. The person whose name remains shall be made in accordance with the "Rules Governing arbitrator, provided that either party, before striking any names, shall have the Arbitration right to reject one entire panel of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesarbitrators. The arbitrator shall hear be notified of selection by a joint letter from the grievance at Employer and the Union requesting that the arbitrator set a scheduled meeting time and place for the hearing, subject to the availability of the EMPLOYER grievant, witnesses, and other Employer and Union representatives, and shall be notified of the issues where mutually agreed by the parties. The parties shall follow the voluntary rules of the American Arbitration Association, except where such rules conflict with the express terms of this Agreement, in which case this Agreement shall prevail. The parties agree to attempt to arrive at a joint stipulation of facts and issues to be submitted to the arbitrator. The Employer or Union shall have the right to request that the arbitrator require the presence of witnesses and/or production of documents. Each party shall bear the expense of its own witnesses who are not employees of the Employer. The expenses and fees of the arbitrator and the union representativescosts of the hearing room shall be shared equally by the parties. Nothing in this article shall preclude the parties from agreeing to the appointment of a permanent arbitrator(s) during the term of this Agreement. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the no right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENTAgreement. The arbitrator shall consider and decide only the question of fact as to whether there has been a violation, misinterpretation, or misapplication of the specific issue(s) submitted, provisions of this Agreement based on the specific issue submitted to the arbitrator by the parties in writing, . If no joint written stipulation of the issue is agreed by the EMPLOYER Employer and the UNIONUnion, and the arbitrator shall be empowered to determine the issue raised by the grievance as submitted in writing at Step 1. The arbitrator shall have no authority to make a decision on any other issue(s) issue not so submittedsubmitted or raised. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application applicable laws or rules and regulations of lawsfederal, rules state, or regulations having local administrative bodies that have the force and effect of law. The decision shall be based solely upon of the arbitrator's interpretation or application of , if made in accordance with the express terms of this AGREEMENT jurisdiction and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance authority granted to the arbitrator provided that each grievance pursuant to this Agreement, will be considered accepted as a separate issue final by the Employer, the Union, and each on its own meritsthe employee, and all parties will abide by it.

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer Union wish to request arbitration, they shall do so in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within writing no later than thirty (30) calendar days following from the close pre-arbitration conference. Controversies referred to arbitration shall be limited to those concerning compliance with the terms of this Agreement by the University and the Union. The parties shall attempt to select an Arbitrator on an AD HOC basis. In the event the parties are unable to mutually agree upon an Arbitrator, the moving party shall then submit the matter to the American Arbitration Association. Grievances shall be heard in accordance with the published rules of the American Arbitration Association. Upon the selection of an arbitrator, the Union will accept a hearing date within six (6) months from the date the request for arbitration was filed, if provided by the arbitrator. Failure of the Union to meet any of these guidelines will result in the grievance being considered permanently settled. The arbitrator shall have no power to add to, or submission subtract from, or modify any of briefs by the terms of this Agreement, nor shall the arbitrator substitute his/her discretion for that of the University or the Union, nor shall the arbitrator exercise any responsibility or function of the University or the Union. The arbitrator's decision shall be final and binding on the parties, whichever is later, unless and the parties agree to an extension thereofdecision shall be rendered after the conclusion of testimony and argument. The fees and expenses Expenses for the arbitrator's services and the proceedings shall be borne equally by the EMPLOYER University and Union except those expenses associated with compensating the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses The Local Union President and/or Chief Xxxxxxx shall suffer no loss of pay for attending the arbitration hearing, but in no situation will the Local Union President and/or Chief Xxxxxxx be compensated for more than eight (8) hours at straight-time on the date of the hearing. Witnesses, including the grievant(s), shall not be compensated at suffer a rate in excess loss of pay if they testify during their base pay ratescheduled work hours. If either party desires a verbatim record of the proceedings, it may cause such obtain same at its own expense, and a record copy must be provided to be made, provided it pays for the recordother party. If both parties desire a verbatim record of the proceedings, the cost There shall be shared equallyno appeal from an arbitrator's decision. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The Each such decision shall be based solely final and binding upon the Union and its members, the employee or employees involved, and the University. The Union will discourage any attempt of its members and will not encourage or cooperate with any of its members in any appeal to any Court or Labor Board from a decision of any arbitrator's interpretation or application . The above in no way precludes the possibility of representatives of the express terms of this AGREEMENT University or the Union meeting and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back arriving at mutually agreed-upon binding decisions prior to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsarbitration.

Arbitration. If In the grievance is not settled in accordance with event of a disagreement between the foregoing procedure, parties hereto as to any of the UNION may refer the grievance questions made subject to arbitration within fourteen hereunder, such question or questions shall be submitted to three (143) calendar days after competent and disinterested arbitrators in the employee and UNION's receipt of the EMPLOYER's written answer in Step 2following manner. The parties party desiring such arbitration shall mutually agree upon an arbitratorselect its arbitrator and give written notice thereof to the other party, and shall in such notice state precisely the matter or matters which it is proposed to bring before the arbitrators, and only the matters so stated shall be considered and decided by them. If the parties party receiving such notice shall fail to name an arbitrator within fifteen (15) days after notice as aforesaid has been given to it, the arbitrator named by the party giving such notice may and shall name and appoint an arbitrator for and in behalf of the party so in default, and the arbitrator so named and appointed shall have the same power and authority as if he had been appointed by such party. Prior to the appointment of a third arbitrator, as hereinafter set forth, each party shall submit to both arbitrators above-named a detailed statement of their last and final positions on the matters to be arbitrated. The arbitrators so chosen shall appoint a third arbitrator, and in the event they are unable to agree on an arbitratorsuch appointment, the appointment of the third arbitrator may be made by the Chief Judge of the District Court of the United States for the Southern District of West Virginia on the application of either of the parties hereto. The three arbitrators shall immediately upon their selection hear and decide the question or questions submitted for arbitration and shall give to each of the parties hereto reasonable notice of the time and place of their meetings, and reasonable opportunity for the production of evidence. After hearing both parties, the arbitrators shall promptly make an arbitrator award in writing upon the question or questions submitted and shall serve a copy of such award upon each party hereto. In making their award, the arbitrators shall choose one of the detailed statements submitted by the parties hereto as above set forth and shall not otherwise tender any award. The award of such arbitrators, or a majority of them, shall be final and binding upon the parties hereto, and the said arbitrators or a majority of them, shall, in their award and as a part thereof, decide by whom and in what proportion the costs of such arbitration shall be borne and paid and the amount of such costs. Neither party hereto shall have or enforce any right or remedy against the other in respect of any matter herein made the subject of arbitration, until such matter shall have been submitted to and decided by arbitration in the manner above provided, and then only in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her such decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsarbitration.

Arbitration. If the grievance The parties hereto agree that if a Dispute arises between them that is not resolved by good faith negotiation as provided in Section 9.9(A), then such Dispute, upon ten (10) days’ prior written notice from one party to the other of its intent to arbitrate (an “Arbitration Notice”), shall be submitted to and settled exclusively by final and binding arbitration in lieu of any judicial proceeding; provided, however, that nothing contained in this Section 9.9 shall preclude any party hereto from at any time seeking or obtaining from a court of competent jurisdiction (a) injunctive relief, or (b) equitable or other judicial relief to specifically enforce the provisions hereof or to preserve the status quo ante pending resolution of Disputes hereunder. Subject only to the foregoing, no such Dispute shall be made the subject of an action in a court of law or equity by any party hereto but shall be submitted to arbitration and finally determined in accordance with the foregoing procedure, the UNION may refer the grievance to provisions of this Section 9.9(B). Such arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made conducted by the American Arbitration Association in Chicago, Illinois before three (3) arbitrators in accordance with the "Commercial Arbitration Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and American Arbitration Association existing at the union representativesdate of submission of the Dispute to arbitration; provided, however, the parties shall be entitled to discovery as provided in the Federal Rules of Civil Procedure. The If an arbitrator so selected becomes unable to serve, his or her successor shall notify the union representative and the EMPLOYER of his/her decision within thirty be similarly selected or appointed. All arbitration hearings shall be conducted on an expedited schedule commencing not later than one hundred twenty (30120) calendar days following the close selection of the hearing or submission of briefs by the partiesarbitrators, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and all proceedings shall be borne equally by the EMPLOYER confidential. Any party may at its expense make a stenographic record thereof. Each party shall pay its own expenses and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record one-half of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record costs and expenses of the proceedings, arbitrators and the cost American Arbitration Association. Any arbitration award shall be shared equally. The arbitrator shall not have binding and enforceable against the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider parties hereto and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall judgment may be without power to make decisions contrary to or inconsistent with or modifying or varying entered thereon in any way the application court of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscompetent jurisdiction.

Arbitration. If Where a difference arises between the parties relating to the interpretation, application, or administration of this Agreement, including any question as to whether a matter is arbitrable, or where an allegation is made that this Agreement has been violated, either party may, after exhausting any Grievance Procedure established by this Agreement, notify the other in writing of its desire to submit the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance or allegation to arbitration within fourteen (14by a single arbitrator. The notice will contain the name(s) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in party’s proposed arbitrator(s) and will be delivered to the other within then (10) working days of the reply under Step 2. The parties shall mutually agree upon an arbitratorrecipient party will, within ten (10) working days, advise the other of the name of its proposed arbitrator(s). If the parties are unable fail to agree on an a single arbitrator, the selection of an arbitrator appointment shall be made in accordance with by the "Rules Governing Minister of Labour upon the request of either party. Either party may submit the grievance to a Board of Arbitration. The notice shall contain the name of the first party’s appointee to an Arbitration Board. The recipient of the notice shall, within ten (10) days, inform the other party of the name of its appointee to the Arbitration Board. Where two (2) appointees are so selected, they shall, within five (5) days of Grievances" as established the appointment of the second of them, appoint a third person who shall be the chair. If the recipient of the notice fails to appoint an Arbitrator or if the two appointees fail to agree upon a Chair within five (5) days, the appointment shall be made by the Public Employment Relations Act and administered Minister of Labour upon the request of either party. The Arbitration Board shall hear pertinent representation by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own and/or representatives and witnesses. Employees who serve as such representatives determine the difference or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, allegation and shall have no authority to make issue a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawdecision. The decision shall be based solely final and binding upon the arbitrator's interpretation parties and upon any Teacher or application employer affected by it. The decision of a majority is the decision of the express terms of this AGREEMENT and on Arbitration Board, but, if there is not a majority, the facts decision of the grievance presentedChair governs. If the arbitrator determines that the grievance is covered The single Arbitrator or Board of Arbitration shall not, by law or statuteits decision, add to, delete from, modify, or not covered by otherwise amend the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendationCollective Agreement. The parties maysingle Arbitrator or Board of Arbitration shall have the power to relieve against time lines, by written agreementmodify penalties, agree to submit more than one grievance to including discharge and disciplinary penalties, and make whatever decision it considers just and equitable in the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscircumstances.

Arbitration. (a) If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER Indemnified Party and the union representatives. The arbitrator Indemnifying Party shall notify not have reached agreement regarding the union representative and claim that is the EMPLOYER subject of his/her decision a Dispute Notice within thirty (30) calendar days following the close of delivery of the hearing Dispute Notice, then each of the Indemnified Party and the Indemnifying Party shall have the right, by delivery of written notice to the other (the "Arbitration Notice"), to submit the matter to binding arbitration in Austin, Texas. Such matter shall then be settled by three arbitrators in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA Rules"). Each of the Indemnified Party and the Indemnifying Party shall designate one arbitrator within thirty (30) days of the delivery of the Arbitration Notice. The Indemnified Party and the Indemnifying Party shall cause such designated arbitrators mutually to agree upon and designate a third arbitrator; provided, however, that (i) failing such agreement within sixty (60) days of delivery of the Arbitration Notice, the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either the Indemnified Party or submission of briefs the Indemnifying Party shall fail to timely designate an arbitrator, the dispute shall be resolved by the parties, whichever is later, unless the parties agree to an extension thereofone arbitrator timely designated. The fees and expenses for of designated arbitrators and the third arbitrator's services and proceedings , if any, shall be borne equally by the EMPLOYER Indemnified Party and the UNIONIndemnifying Party (and, provided that each party if the Company Stockholder Representative shall be responsible for compensating its own representatives the Indemnifying Party, the Company Stockholder Representative's portion of such fees and witnessesexpenses shall be paid exclusively by the Company Stockholders). Employees who serve as such representatives or witnesses The Indemnified Party and the Indemnifying Party shall not cause the arbitrators to decide the matter to be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record arbitrated pursuant hereto within sixty (60) days after confirmation of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record appointment of the proceedings, the cost shall be shared equallylast arbitrator. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The arbitrators' decision shall be based relate solely upon to whether the arbitrator's interpretation Indemnified Party is entitled to receive the claimed damages (or application of a portion thereof) pursuant to the express terms of this AGREEMENT and on the facts Agreement. The final decision of the grievance presentedmajority of the arbitrators shall be furnished to the Indemnified Party and the Indemnifying Party in writing and shall constitute a conclusive, final and non-appealable determination of the issue in question, binding upon the Indemnified Parties and the Indemnifying Parties, as applicable, and their successors and assigns. If Such decision may be used in a court of law only for the arbitrator determines that purpose of seeking enforcement of the grievance is covered by law or statute, or not covered arbitrators' award. Any award granted by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back arbitrators will be subject to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritslimitations contained in this Article 6.

Arbitration. If 12.1 In the grievance is not settled event that a dispute arises under Section 5.3 above, and the parties fail to resolve such dispute using good faith efforts within twenty (20) days, the same shall be submitted to expedited arbitration in accordance with the foregoing procedureprovisions of applicable state law, the UNION may refer the grievance if any, as from time to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2time amended. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitratorArbitration proceedings, including the selection of an arbitrator arbitrator, shall be made conducted pursuant to the rules, regulations, and procedures for expedited arbitration from time to time in accordance with the "Rules Governing the Arbitration of Grievances" effect as established promulgated by the Public Employment Relations Act and administered American Arbitration Association (the “Association”). Prior written notice of application by either party for arbitration shall be given to the State other at least ten (10) days before submission of Minnesota Bureau of Mediation Servicesthe application to the said Association’s office in the city wherein the Building is situated (or the nearest other city having an Association office). The arbitrator shall hear the grievance at parties and their evidence. The decision of the arbitrator may be entered in the appropriate court of law; and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the court or a scheduled meeting judge thereof may be served outside the state wherein the Building is situated by registered mail or by personal service, provided a reasonable time for appearance is allowed. The costs and expenses of each arbitration hereunder and their apportionment between the parties shall be determined by the arbitrator in his or her award or decision, subject to the availability penultimate sentence of this section. No arbitrable dispute shall be deemed to have arisen under this Lease (a) prior to the expiration of the EMPLOYER period of twenty (20) days after the date of the giving of written notice by the party asserting the existence of the dispute, together with a description thereof sufficient for an understanding thereof, and (b) where Tenant disputes the union representativesamount of a Tenant payment required hereunder (e.g., Operating Expense excess under Section 5.3 hereof), prior to Tenant paying in full the amount billed by Landlord, including the disputed amount. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings prevailing party in such arbitration shall be borne equally by reimbursed for its expenses, including reasonable attorneys’ fees. Notwithstanding the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submittedforegoing, in writing, by the EMPLOYER and the UNION, and no event shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to this Article 12 affect or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of delay Landlord’s unlawful detainer rights under California law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.

Arbitration. If Any controversy, claim or dispute arising out of or relating to this Agreement, between the grievance is not parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be settled by arbitration in Salt Lake City, Utah. Such arbitration shall be conducted in accordance with the foregoing procedure, the UNION may refer the grievance to then prevailing commercial arbitration within fourteen (14) calendar days after the employee and UNION's receipt rules of the EMPLOYER's American Arbitration Association, but the arbitration shall be in front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by mutual consent of the Purchaser and the Seller; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if written answer in Step 2notice of the proceedings has been given to such party. The parties shall mutually agree upon an arbitratorto abide by all decisions and awards rendered in such proceedings. If Such decisions and awards rendered by the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made final and conclusive and may be entered in accordance with the "Rules Governing the Arbitration any court having jurisdiction thereof as a basis of Grievances" as established by the Public Employment Relations Act judgment and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representativesissuance of execution for its collection. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing All such controversies, claims or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings disputes shall be borne equally by the EMPLOYER and the UNIONsettled in this manner in lieu of any action at law or equity; provided however, provided that each party nothing in this subsection shall be responsible construed as precluding the Company from bringing an action for compensating its own representatives injunctive relief or other equitable relief or relief under the Confidential Information and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyInvention Assignment Agreement. The arbitrator shall not have the right to amendaward punitive damages, modifyconsequential damages, nullify, ignore, add to, lost profits or subtract from the provisions of this AGREEMENTspeculative damages to either party. The arbitrator parties shall consider and decide only keep confidential the specific issue(s) submittedexistence of the claim, in writingcontroversy or disputes from third parties (other than the arbitrator), by the EMPLOYER and the UNIONdetermination thereof, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered unless otherwise required by law or statute, or not covered by necessary for the express provisions business of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendationCompany. The parties mayarbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, by written agreementTHEN EACH PARTY, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Arbitration. If In the grievance is not settled in accordance with event Seller and Buyer shall be unable to agree upon (i) approval of proposed Plans under Section 3.2, (ii) selection of a bidder under Section 3.3(a), or (iii) approval of the foregoing procedureproposed Construction Contract under Section 3.3(b), the UNION may refer the grievance to arbitration then within fourteen (14) calendar 5 days after the employee and UNION's receipt expiration of the EMPLOYER's written answer applicable time period hereinabove provided for reaching such agreement or giving such approval, the matter shall be submitted to arbitration. The arbitration shall be governed by the substantive laws of the State of Kansas and the Federal Arbitration Act, and the parties shall bear equally the costs of the arbitration except that all expenses of witnesses shall be borne by the party offering the testimony of that witness. Each party shall be entitled to appoint one arbitrator, and the parties shall mutually agree on the third arbitrator or, in Step 2the event the parties cannot agree, the third arbitrator shall be selected by the other two arbitrators from a list of 10 prospective arbitrators then to be provided by (x) the professor of construction law at either the University of Missouri - Kansas City School of Law, or, if he or she is unwilling to provide such a list, (y) the professor of construction law at the University of Kansas School of Law, or, if he or she is unwilling to provide such a list, (z) the Missouri Builders Association. All of the arbitrators to be selected under this Agreement shall be independent and impartial, shall not have been employed by or associated with Seller or Buyer at any time within the preceding 5-year period, and shall be both (a) professionals who are knowledgeable and experienced with respect to construction of similar streets or roads and related improvements in the Kansas City metropolitan area and the review and evaluation of plans, specifications and contracts therefor, and (b) trained and experienced as arbitrators. The date and location of the arbitration hearing shall be mutually agreed to by the parties, or if the parties are unable to agree, shall be determined by the arbitration panel. The parties shall mutually agree upon an arbitratoron discovery to be permitted, provided, however, that at a minimum the parties shall, at least two days prior to the date set for the arbitration hearing, exchange all documents relevant to the dispute(s) and all documents each party intends to submit to the arbitrators. No depositions shall be permitted unless they are necessary to present the testimony of a witness who is unavailable to testify at the arbitration hearing. If either party requests additional discovery, and the parties are unable to agree on an arbitratorthe limits for such additional discovery, the selection of an arbitrator dispute shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established determined by the Public Employment Relations Act arbitration panel. Seller and administered by Buyer agree to participate in good faith in the State arbitration and to perform all duties and obligations hereunder in a timely and expeditious manner to facilitate completion of Minnesota Bureau construction, and agree that the written decision of Mediation Services. The arbitrator a majority of the panel of arbitrators shall hear be final, conclusive and binding upon the grievance at a scheduled meeting subject parties and shall be the sole remedy of each party with respect to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses issues submitted for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendationarbitration. The parties mayand arbitrators shall maintain the confidentiality of the proceedings and the written arbitration decision, unless disclosure is required to obtain judicial enforcement of the arbitrators' decision, or otherwise required by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsapplicable law.

Arbitration. If Except as provided in "Article 16 - Loss Commutation", should an irreconcilable difference of opinion arise between the grievance COMPANY and the REINSURER as to the interpretation or payment under this Reinsurance Contract, it is not settled in accordance with hereby mutually agreed that, as a condition precedent to any right of action hereunder, such difference, upon the foregoing procedurewritten request of either party, shall be submitted to arbitration, one arbitrator to be chosen by the COMPANY, one by the REINSURER, and an umpire to be chosen by the two arbitrators before they enter upon arbitration. In the event that either party should fail to choose an arbitrator within sixty days following a written request by the other party to enter upon arbitration, the UNION requesting party may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer choose two arbitrators who shall in Step 2. The parties shall mutually agree turn choose an umpire before entering upon an arbitratorarbitration. If the parties are unable to agree on arbitrators have not chosen an arbitrator, umpire at the end of ten days following the last day of the selection of an arbitrator the two arbitrators, each of the arbitrators shall name three, of whom the other declines two, and the decision shall be made in accordance with of the "Rules Governing the Arbitration of Grievances" as established remaining two by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesdrawing lots. The arbitrator arbitrators and the umpire shall hear be active or retired disinterested officers of insurance or reinsurance companies or Underwriters at Lloyd's, London, not under the grievance at a scheduled meeting subject control of either party to this Reinsurance Contract. Each party shall present its case to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision arbitrators within thirty (30) calendar sixty days following the close date of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereoftheir appointment. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitteddecision, in writing, of the arbitrators shall be final and binding upon both parties as to questions of fact, but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding as to questions of fact upon both parties. Judgment upon the award rendered may be entered in any court having jurisdiction. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbitrators are chosen by one party, as above provided, the expense of the arbitrators, the umpire, and the arbitration shall be equally divided between the two parties. Any such arbitration shall take place at Erie, Pennsylvania, unless some other location is mutually agreed upon by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying two parties in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsinterest.

Arbitration. If Any claim, controversy, or dispute arising between the grievance parties with respect to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to and resolved by binding arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration Act and (except as otherwise specified herein) the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the arbitration is not settled commenced. The venue for the arbitration shall be the Atlanta, Georgia offices of the American Arbitration Association. Either party may notify the other party at any time of the existence of an arbitrable controversy by delivery in accordance with the foregoing procedureperson or by certified mail of a Notice of Arbitrable Controversy. Upon receipt of such a Notice, the UNION may refer the grievance parties shall attempt in good faith to arbitration resolve their differences within fourteen fifteen (1415) calendar days after the employee and UNION's receipt of such Notice. Notice to the EMPLOYERCompany and the Executive shall be sent to the addresses specified in Section 7 above. If the dispute cannot be resolved within the fifteen (15) day period, either party may file a written Demand for Arbitration with the American Arbitration Association's written answer in Step 2Atlanta, Georgia Regional Office, and shall send a copy of the Demand for Arbitration to the other party. The parties arbitration shall mutually agree be conducted before a panel of three (3) arbitrators. The arbitrators shall be selected as follows: (a) The party filing the Demand for Arbitration shall simultaneously specify his or its arbitrator, giving the name, address and telephone number of said arbitrator; (b) The party receiving such notice shall notify the party demanding the arbitration of his or its arbitrator, giving the name, address and telephone number of the arbitrator within five (5) days of the receipt of such Demand for Arbitration; (c) A neutral person shall be selected through the American Arbitration Association's arbitrator selection procedures to serve as the third arbitrator. The arbitrator designated by any party need not be neutral. In the event that any person fails or refuses timely to name his arbitrator within the time specified in this Section 8, the American Arbitration Association shall (immediately upon notice from the other party) appoint an arbitrator. If The arbitrators thus constituted shall promptly meet, select a chairperson, fix the time, date(s), and place of the hearing, and notify the parties. To the extent practical, the arbitrators shall schedule the hearing to commence within sixty (60) days after the arbitrators have been impaneled. A majority of the panel shall render an award within ten (10) days of the completion of the hearing, which award may include an award of interest, legal fees and costs of arbitration. The panel of arbitrators shall promptly transmit an executed copy of the award to the respective parties. The award of the arbitrators shall be final, binding and conclusive upon the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceshereto. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from have the provisions award enforced by any court of this AGREEMENTcompetent jurisdiction. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.Executive initials: Company initials: ----------------- ---------

Arbitration. In the event that any dispute shall arise between the parties hereto as to any matter or thing covered hereby or as to the meaning of this Agreement or to any state of facts which may arise, same shall be settled by the agreement of the parties, or if they are unable to agree, same shall be settled by arbitration in San Antonio, Texas (or such other county in which Ecoark’s principal place of business is then located), by a single arbitrator, who shall be a retired Judge of the local state trial court, and judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereto acknowledge that the use of this Arbitration process denies to each party the right to sue in a court of law on any issue covered hereby, excluding therefrom the right to sue to enforce his rights hereunder, covered below. Refusal of one party to arbitrate shall entitle the remaining party to the dispute to specifically enforce this Agreement in a court of competent jurisdiction, and, as a result of said refusal to arbitrate, the remaining party shall be entitled to receive costs, reasonable attorneys’ fees and his share of the arbitration fee. Arbitration by the parties shall take place at a time and place as may be agreed upon, but if no agreement shall be reached, then at the offices of Ecoark’s counsel. If it is determined by the arbitrator that one party was in default hereof or instituted (or defended) such arbitration proceeding not in good faith or without a reasonable basis in law or fact (“Defaulting Party”), the Defaulting Party shall bear the costs of the arbitration proceeding and pay to the other party or parties the reasonable attorney's fees and costs incurred in such proceeding, which amounts shall be separately determined by the arbitrator in such proceeding and become part of the amount of the arbitration award, payable by the Defaulting Party to the other party or parties. If the grievance Defaulting Party does not pay to the other party the arbitration award within 10 days of written demand therefor, and the other party may institute suit in a court of competent jurisdiction to enforce said decision, the Defaulting Party shall pay the other party the reasonable attorney’s fees and court costs incurred in such action. This paragraph is in no way intended to preclude any party from enforcing his rights in a court of competent jurisdiction. It is intended hereby to resolve by arbitration questions of construction of this Agreement and to resolve factual issues that may be disputed by the parties. In the event of litigation, the parties agree that a Defaulting Party shall pay the reasonable attorney’s fees of any non-defaulting party, together with court costs and reasonable expenses of litigation; said amount shall be determined by the trial judge upon completion of the trial prior to entry of judgment. In the event that all parties are found to be Defaulting Parties, no party shall be entitled to court costs, attorney’s fees or litigation expenses. While any arbitration proceeding is pending, no party is excused from the payment of monies due hereunder, but if it is determined by the arbitrator that monies paid during the arbitration period were not due, the payee shall remit the amount of monies so paid, together with interest at the rate of 10% per annum from the date of receipt to the proper party, within 10 days of the issuance of the arbitration award. Nothing herein is intended to prevent any party after a default by the other party from instituting any action in a court of competent jurisdiction to enforce its rights hereunder. If such enforcement action is not settled defended or if a defendant does not interpose in accordance with the foregoing procedureits answer as a defense that there are issues of fact which require resolution by arbitration, the UNION may refer court shall have jurisdiction over the grievance subject matter of such dispute. The unsuccessful party in such judicial proceeding or with respect to arbitration within fourteen (14) calendar any motion for relief made in such proceeding shall pay to the successful party the reasonable attorney's fees, court costs and expenses incurred in such proceeding. Within 30 days after the employee and UNION's receipt of completion of the EMPLOYER's arbitration hearing, the arbitrator shall deliver to the parties a proposed form of written answer in Step 2decision (“Proposed Decision”) which shall include a detailed factual basis of his decision and the applicable law which he determined governed same. The parties shall mutually agree upon an have 10 days after receipt of the Proposed Decision to respond thereto in writing (“Parties’ Response”); providing each other with a copy of that which such party provided to the arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear render his final Decision and any arbitration award within 45 days from the grievance at a scheduled meeting subject date of his Proposed Decision; making reference therein to the availability Parties’ Response, if any. The decision of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power binding, conclusive and not subject to make decisions contrary appeal, except in the event of his failure to or inconsistent comply with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts Agreement, fraud or misapplication of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsapplicable law.

Arbitration. Any unresolved dispute arising out of or in connection with this Agreement or any breach thereof shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. Unless the parties otherwise agree in writing, all arbitration proceedings hereunder shall be conducted by a three (3) person arbitration panel, with one arbitrator selected by Xxxxxx, one arbitrator selected by XML-Global and a third arbitrator selected the by the two arbitrators selected by Xxxxxx and XML-Global. If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance XML-Global or Xxxxxx fails to arbitration appoint its arbitrator within fourteen sixty (1460) calendar days after the employee and UNION's receipt of notice of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If appointment by the parties are unable to agree on an other of its arbitrator, or if the selection of an arbitrators fail to appoint a third, then the third arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established appointed by the Public Employment Relations Act and administered AAA. All arbitrators shall be neutral, independent, disinterested, unbiased arbitrators, bound by the State Rules of Minnesota Bureau Ethics of Mediation Servicesthe ABA or AAA for neutral arbitrators, and none shall have ex parte communications with parties. The arbitrator Each arbitration shall hear the grievance be conducted at a scheduled meeting subject location selected by the arbitrators or, if no location can be agreed to by the arbitrators, at a location selected by the AAA. In each arbitration: (a) on any issue where the relevant information is in the possession of one party and another party has the burden of proof, the party having the information shall yield such discovery as is appropriate to ensure a fair determination of the issue; (b) oral discovery depositions, interrogatories and requests for admissions, as well as examinations of witnesses by the parties and the arbitrators shall be permitted; (c) a written transcript of all hearings shall be made and furnished to the availability of parties at a cost borne equally amongst the EMPLOYER parties; (d) evidence, arguments and the union representatives. The arbitrator submissions shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs be held in confidence by the parties, whichever is later, unless their counsel and the arbitrators; and (e) the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally that exclusion of evidence by the EMPLOYER and arbitrators on the UNIONgrounds of irrelevance, provided that each party shall be responsible for compensating redundance, or prejudice beyond its own representatives and witnesses. Employees who serve as such representatives or witnesses probative value shall not be compensated at a rate in excess grounds of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause failure to confirm and enforce an award arising from such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyarbitration. The arbitrator arbitrators shall not have the right authority to amend, modify, nullify, ignore, add to, detract from, or subtract from modify any provision hereof nor to award punitive damages to any injured party. A decision by a majority of the provisions arbitration panel shall be final and binding. It is agreed by the parties that the arbitrators shall render an award in any arbitration within sixty (60) days of this AGREEMENTthe close of evidence or any post-evidence briefing argument. The arbitrator language of any arbitration shall consider and decide only the specific issue(s) submittedbe English. The prevailing party in any arbitration or legal action arising out of or related to this Agreement shall be entitled, in writing, by the EMPLOYER and the UNION, and shall have no authority addition to make a decision on any other issue(s) not so submittedrights and remedies it may have, to reimbursement for its expenses incurred in such arbitration or action, including court costs and reasonable lawyer's fees. The arbitrator Judgment may be entered on the arbitrators' award in any court having jurisdiction. Notwithstanding the foregoing, the parties shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without power the need to make decisions contrary resort to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsarbitration.

Arbitration. If As a condition precedent to any right of action hereunder, all disputes or differences arising out of or conlnected with this Contract (whether or not arising before or after cancellation) including interpretation or implementation of its terms, shall be referred to arbitration, in the grievance City in which the Reassured's principal office is not settled located. The party which desires to refer a matter to Arbitration (.the Claimant") shall so notify the other party ("the Respondent") in accordance with writing and at the foregoing proceduretime of so doing shall request the Respondent to agree as sole Arbitrator one of a list of three individuals whom the Claimant shall name. The Respondent shall, the UNION may refer the grievance to arbitration within fourteen (14) calendar 30 days after the employee and UNION's of receipt of the EMPLOYERsaid notice, notify the Claimant either (a) that it agrees one of those three individuals as sole Arbitrator, thus completing the constitution of the Arbitral Tribunal, or (b) that it nominates another person as its own Arbitrator. In the event that the Respondent nominates its own Arbitrator, the Claimant shall itself nominate its own Arbitrator within 30 days of receipt by it of the Respondent's written answer in Step 2notice. The parties shall mutually agree upon an arbitratortwo Arbitrators so nominated shall, within 30 days of the appointment of the second of them, themselves appoint a third Arbitrator to complete the constitution of the Arbitral Tribunal. If Should the parties are unable Respondent or the two chosen Arbitrators fail to agree make the appointment required of them, then on an application of the Claimant, the American Arbitration Association will appoint the third arbitrator, the selection of an arbitrator shall and such appointment wiU be made in accordance with the "Rules Governing qualifications set forth in this Article without regard to any of the American Arbitration Association's commercial arbitration rales, including its rules conceming the qualifications and/or nationality of arbitrators. All Arbitrators shall be active or former disinterested officials of Insurance or Reinsurance Companies or Lloyd's Underwriters who have experience of the class of business which is the subject matter of this Contract. The Arbitral Tribunal shall interpret this Contract as if it were an honourable engagement and not as merely a legal obligation; it is relieved of all judicial formalities and may abstain from following the strict rules of law, and shall make its award with a view to effecting the general purpose of this Contract in a reasonable manner with due regard to the custom and usage of the insurance and reinsurance business. The Arbitral Tribunal shall have full discretion to make such orders as it thinks fit in connection with all procedural matters in the Arbitration, including but not limited to the conduct of the reference by written or oral submissions, the production of documents, the examination of witnesses, and the imposition of time limits for the taking of necessary procedural steps. The Arbitral Tribunal shall also have full discretion to make such orders as it thinks fit with regard to the payment of the costs of the Arbitration including attorneys' costs and fees. Punitive damages shall not be awarded, however the Arbitral Tribunal may, at its discretion, award such other costs and expenses as it deems appropriate, including but not limited to attorneys' fees, to the extent permitted by law. If more than one Reinsurer is involved in the same dispute, all such Reinsurers shall constitute and act as one party for purposes of Grievances" as established this clause, and communications shall be made by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject Reassured to the availability each of the EMPLOYER and Reinsurers constituting the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNIONone party, provided that each party nothing therein shall impair the rights of such Reinsurers to assert several, rather than joint, defenses or claims, nor be responsible for compensating its own representatives and witnesses. Employees who serve construed as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record changing the liability of the proceedings, it may cause such a record to be made, provided it pays for Reinsurers under the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and Contract from several to joint. Any Award or order of the Arbitral Tribunal or a majority thereof shall be binding on the facts parties and there shall be no right of appeal therefrom. For the grievance presented. If the arbitrator determines that the grievance is covered by law or statutepurpose of enforcement of any Final Award, or not covered by the express provisions such Final Award may be made a Rule of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsany Court of competent jurisdiction.

Arbitration. If 20. In the grievance is event of failure by any one or more of the parties to reach agreement about any matter or thing related to this Agreement, such dispute shall be submitted to a single arbitrator to be agreed upon by the parties to the dispute, provided that, if a single arbitrator cannot settled in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration be agreed upon within fourteen ten (1410) calendar days after the employee and UNION's receipt appointment of the EMPLOYER's written answer in Step 2. The single arbitrator has been requested by one of the parties to the dispute, then the dispute shall be referred to a board of arbitrators, one to be appointed by the County, one to be appointed by Xxxxx and one to be appointed by each of the other parties to the dispute; and if the County or Xxxxx or any party to the dispute refuses or neglects to appoint an arbitrator within twenty (20) days after the other parties shall mutually agree have appointed an arbitrator and shall have served a written notice upon the party so refusing or neglecting to appoint an arbitratorarbitrator requiring such party to make such appointment, then the appointed members of the arbitration board shall, at the request of the party appointing him, proceed to hear and determine the dispute as if appointed by all parties to the dispute for that purpose. If two arbitrators are so named within the parties are unable to agree on an time prescribed, they shall within a period of ten (10) days appoint a third arbitrator, and if they do not agree then, upon the selection application of an any party to the dispute, the third arbitrator shall be appointed by a Judge of the Supreme Court of Ontario. The determination of the dispute shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act said arbitrators or a majority of them, or by a single arbitrator, as the case may be, and administered by such determination shall be final and binding upon the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject parties to the availability dispute and the costs of the EMPLOYER and the union representatives. The single arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close or remuneration of the hearing or submission of briefs by third arbitrator, as the partiescase may be, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally between the parties to the dispute, each of the parties bearing the remuneration of the arbitrator appointed by it. The provisions of this paragraph 20 shall be deemed to be submission to arbitration within the EMPLOYER provisions of the Arbitration Act (Ontario) and the UNION, any statutory modification or re-enactment thereof; provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as any‌ limitation on the remuneration of arbitrators imposed by such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator legislation shall not have the right application to amend, modify, nullify, ignore, add to, or subtract from the provisions of any arbitration proceeding commenced pursuant to this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.

Arbitration. If the grievance is not settled in accordance with the foregoing procedureremains unresolved after Step 3, the UNION either party may refer the grievance to request arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing written Board response or submission of briefs by the parties, whichever is later, unless date the parties response should have been received. The Board and the Union shall try and agree to an extension thereofArbitrator, if they cannot agree then the requesting party shall request a list of seven (7) arbitrators from the Federal Mediation and Conciliation Services (FMCS). The fees parties shall then alternately strike names from the list until one name remains. The panel in its entirety may be rejected by either party one time. The cost of the FMCS will be divided equally between the parties. The decision of the Arbitrator shall be final and binding upon the parties in the resolution of a grievance. Each party hereto shall bear the expense of preparing and presenting his/her own case. The costs and expenses for of the arbitrator's services Arbitrator and proceedings incidental expenses mutually agreed upon shall be borne equally by the EMPLOYER parties. The willful failure of either party to appear before the Arbitrator will not serve to delay the hearing or invalidate the decision of the Arbitrator. Unless by mutual agreement the time restrictions are waived, any grievance not appealed to the next step of the grievance procedure within the time limits set forth shall be deemed to have been settled. In a class action grievance involving two (2) or more employees the grievance may be submitted directly to the Superintendent of Schools by the representative of Local 73. A union representative shall be present at all steps of the grievance procedure. A grievance, once reduced to writing and filed, cannot be withdrawn by the employee initiating it, but shall be withdrawn if deemed proper by the union’s official letter. Neither the Board of Education nor the Union shall be permitted to assert any grounds or evidence before the arbitrator which has not previously been disclosed to the other party. The arbitrator, in his/her opinion, shall be strictly limited to deciding only the issues presented to him/her in writing by the School District and the UNIONUnion, provided that each party shall and his/her decision must be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record based only upon his/her interpretation of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation meaning or application of the express terms of this AGREEMENT and on the facts relevant language of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsAgreement.

Arbitration. If Any dispute, controversy, or claim arising out of or relating to this Agreement, or the grievance is not breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with Bermuda under the foregoing procedureprovisions of the Bermuda Arbitration Act of 1986, as amended. Either party to the UNION dispute, once a claim or demand on its part has been denied or remains unsatisfied for a period of twenty (20) calendar days by the other party, may refer notify the grievance other party of its desire to arbitrate the matter in dispute and at the time of such notification the party desiring arbitration shall notify the other party of the name of the Arbitrator nominated by it. The other party who has been so notified shall within fourteen (14) calendar days thereafter nominate another Arbitrator and notify the party desiring arbitration of the name of such second Arbitrator. The two Arbitrators nominated by the parties shall within fourteen (14) calendar days after the employee and UNION's receipt appointment of the EMPLOYER's written answer in Step 2second Arbitrator choose a third Arbitrator. The parties Arbitrators shall mutually agree upon an arbitrator. If fix, on giving a reasonable notice in writing to the parties are unable to agree on an arbitratorinvolved, a time and place for the selection hearing in Bermuda and may prescribe procedural rules governing the course and conduct of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established arbitration proceeding, including without limitation discovery by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesparties. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision Arbitrators shall, within thirty ninety (3090) calendar days following the close conclusion of the hearing hearing, render their decision on the matter or submission matters in dispute in writing and shall cause a copy thereof to be served on all parties thereto. In case the Arbitrators fail to reach a unanimous decision, the decision of briefs by the parties, whichever is later, unless majority of the parties agree Arbitrators shall be deemed to an extension thereofbe the decision of the Arbitrators. Each party shall bear the expense of its own Arbitrator. The fees and expenses for remaining joint costs of the arbitrator's services and proceedings arbitration shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as parties to such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawarbitration. The decision of the Arbitrators shall be based solely final and binding upon the arbitrator's interpretation or application parties and the parties hereby agree to exclude any right of appeal under Section 29 of the express Arbitration Act of 1986 against any award rendered by the Arbitrators and further agree to exclude any application under Section 30 (1) of the Arbitration Act of 1986 for a determination of any question of law by the Supreme Court of Bermuda All awards of the Board of Arbitration may be enforced in the same manner as a judgment or order from the Supreme Court of Bermuda and judgment may be entered pursuant to the terms of this AGREEMENT and on the facts award by leave from the Supreme Court of Bermuda. This Section shall survive the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions termination of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsAgreement.

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the UNION ASSOCIATION may refer the grievance to arbitration within fourteen ten (1410) calendar days after the employee and UNIONASSOCIATION's receipt of the EMPLOYER's written answer in Step 22 or within ten (10) calendar days after the end of mediation as determined by the mediator. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitratoragree, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesBMS. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union ASSOCIATION representatives. The arbitrator shall notify the union ASSOCIATION representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's ’s services and proceedings shall be borne equally by the EMPLOYER and the UNIONASSOCIATION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNIONASSOCIATION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's ’s interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by mutual written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.

Arbitration. If Wherever a difference relating to the interpretation, application, administration or alleged violation of this Agreement arises between the Association and the Company, there shall be no stoppage of work and either party may, after exhausting the grievance is not settled in accordance with the foregoing procedureprocedure established by this Agreement, the UNION may refer the grievance to institute arbitration proceedings within fourteen (14) calendar days after the employee and UNION's receipt disposition of the EMPLOYER's written answer matter by the Company in Step 2accordance with subsection but no later, in the manner set forth below, to have the difference in question determined. The It is expressly agreed that the right to arbitration does not extend to any matters other than those concerning the interpretation, application, administration or alleged violation of this Ag en In the event that it becomes necessary to submit any matters to arbitration, the parties shall mutually will endeavour in each instance to agree upon an arbitratorand appoint a single arbitrator within seven (7) days after the service by either party upon the other of written notice to arbitrate. If the parties are unable fail to agree on upon the appointment of an arbitrator, the selection of an arbitrator shall application may be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject either party, on written notice to the availability other, to the Minister of Labour for Canada, to appoint as arbitrator a person knowledgeable and experienced in the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER interpretation of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallywritten collective agreements. The arbitrator shall not have the right any power to amend, modify, nullify, ignore, add to, alter or subtract from change any of the provisions of this AGREEMENTAgreement, or to substitute any new provisions for any existing provisions thereof, and in reaching his decision he shall be bound by the terms and provisions of this Agreement. The arbitrator shall, before the hearing, require the representatives of the parties to attend before him to define the question of interpretation, application, administration or alleged violation to be arbitrated and to establish the procedure to be followed at the hearing. All steps in connection with the arbitration shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submittedbe taken as expeditiously as possible. The parties shall each bear one-half of the fees and expenses of the arbitrator and of any clerk or stenographer whom he may require and, except as aforesaid, each party shall bear all expenses incurred by it whether of witnesses, the attendance of witnesses and representatives, exhibits or otherwise. The decision of the arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way final and binding on the application of lawsparties, rules or regulations having the force and effect of law. The but such decision shall be based solely upon not have retroactive effect prior to the arbitrator's interpretation or application date of the express terms of this AGREEMENT and occurrence on the facts of the grievance presented. If the arbitrator determines that which the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsbased.

Arbitration. If Any controversy, dispute or claim arising out of or relating in any way to this Agreement or the grievance is other agreements contemplated hereby or the transactions arising hereunder or thereunder that cannot be resolved by negotiation pursuant to paragraph 23.16.1 above shall be settled exclusively by binding arbitration in Hong Kong and in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt current Commercial Arbitration Rules of the EMPLOYER's written answer in Step 2International Chamber of Commerce. The parties shall endeavor to select a mutually agree upon an arbitratoracceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. If In the event the parties are unable to agree on upon an arbitrator, the selection of each party will select an arbitrator and the arbitrators in turn shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesselect a third arbitrator. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability language of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereofarbitration will be in English. The fees and expenses for of the arbitrator's services and proceedings arbitrator shall be borne shared equally by the EMPLOYER parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the UNIONfees and expenses of attorneys, provided accountants and other experts) plus interest, to the prevailing party to the extent that each party in the judgment of the arbitrator it is fair to do so. No pre-arbitration discovery shall be responsible for compensating permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated case-in-chief at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyarbitration hearing. The arbitrator shall not have render his or her award within 90 days of the right conclusion of the arbitration hearing. Notwithstanding anything to amendthe contrary provided in paragraphs 23.16.1 and 23.16.2 and without RFM prejudice to the above procedures, modify, nullify, ignore, add to, either party may apply to any court of competent jurisdiction for temporary injunctive or subtract from other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the provisions of this AGREEMENTstatus quo until such time as the arbitration panel is convened and available to hear such party’s request for temporary relief. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, award rendered by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power final and not subject to make decisions contrary to or inconsistent with or modifying or varying judicial review and judgment thereon may be entered in any way the application court of laws, rules or regulations having the force and effect of lawcompetent jurisdiction. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance Any monetary award will be considered as a separate issue made and each on its own meritspayable in U.S. dollars free of any tax or other deduction.

Arbitration. If Where a difference arises between the parties relating to the interpretation, application, or administration of this Agreement, including any question as to whether a matter is arbitrable, or where an allegation is made that this Agreement has been violated, either party may, after exhausting any Grievance Procedure established by this Agreement, notify the other in writing of its desire to submit the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance or allegation to arbitration within fourteen (14by a single arbitrator. The notice will contain the name(s) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in party’s proposed arbitrator(s) and will be delivered to the other within then (10) working days of the reply under Step 2. The parties shall mutually agree upon an arbitratorrecipient party will, within ten (10) working days, advise the other of the name of its proposed arbitrator(s). If the parties are unable fail to agree on an a single arbitrator, the selection of an arbitrator appointment shall be made in accordance with by the "Rules Governing Minister of Labour upon the request of either party. Either party may submit the grievance to a Board of Arbitration. The notice shall contain the name of the first party’s appointee to an Arbitration Board. The recipient of the notice shall, within ten (10) days, inform the other party of the name of its appointee to the Arbitration Board. Where two (2) appointees are so selected, they shall, within five (5) days of Grievances" as established the appointment of the second of them, appoint a third person who shall be the chair. If the recipient of the notice fails to appoint an Arbitrator or if the two appointees fail to agree upon a Chair within five (5) days, the appointment shall be made by the Public Employment Relations Act and administered Minster of Labour upon the request of either party. The Arbitration Board shall hear pertinent representation by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own and/or representatives and witnesses. Employees who serve as such representatives determine the difference or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, allegation and shall have no authority to make issue a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawdecision. The decision shall be based solely final and binding upon the arbitrator's interpretation parties and upon any Occasional Teacher or application employer affected by it. The decision of a majority is the decision of the express terms of this AGREEMENT and on Arbitration Board, but, if there is not a majority, the facts decision of the grievance presentedChair governs. If the arbitrator determines that the grievance is covered The single Arbitrator or Board of Arbitration shall not, by law or statuteits decision, add to, delete from, modify, or not covered by otherwise amend the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendationCollective Agreement. The parties maysingle Arbitrator or Board of Arbitration shall have the power to relieve against time lines, by written agreementmodify penalties, agree to submit more than one grievance to including discharge and disciplinary penalties, and make whatever decision it considers just and equitable in the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscircumstances.

Arbitration. The Company and Customer agree to exercise best efforts to resolve all disputes and claims through good faith negotiation. The Company and Customer further agree that any such dispute or claim that cannot be resolved by negotiations shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time the dispute is submitted for resolution (the “Rules”), as may be modified by this Agreement. This agreement to arbitrate is intended to be broadly interpreted. CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Judgment on the award rendered by the arbitrator(s) may be entered in any court having proper jurisdiction. Such arbitration shall be held in the Counties of Xxxxxx, Xxxxxxx or Shiawassee in the State of Michigan. . Within twenty (20) days of the issuance of a written notice to arbitrate by one party to the other, as provided by the Rules, the parties shall jointly select one (1) independent arbitrator licensed to practice law. If the grievance is parties cannot settled jointly agree on an arbitrator within the specified 20-day period, then the selection shall promptly be made by the AAA in accordance with the foregoing procedure, Rules and the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2criteria set forth above. The parties Federal Arbitration Act, 9 U.S.C. §1, et seq., governs the interpretation and enforcement of this provision. In no event shall mutually agree upon the arbitrator have the authority to make any award that is in excess of, or contrary to, what this Agreement provides. Notwithstanding the foregoing, either party may bring an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made individual action in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicessmall claims court. The arbitrator shall hear may award injunctive relief only in favor of the grievance at a scheduled meeting subject individual party seeking relief and only to the availability of the EMPLOYER extent necessary to provide relief warranted by that party’s individual claim. CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. THE COMPANY AND CUSTOMER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPOTED CLASS OR REPRESENTATIVE PROCEEDING. Furthermore, unless Customer and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties Company agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENTotherwise, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit may not consolidate more than one grievance person’s claims, and may not otherwise preside over any form of a representative or collective proceeding. If this specific provision is found to be unenforceable, then the arbitrator provided that each grievance will arbitration provision shall be considered as a separate issue null and each on its own meritsvoid.

Arbitration. If In the grievance event of a disagreement between the parties, they shall first engage in good faith negotiations with one another. Should good faith negotiations fail, they shall hire and share equally the cost of a competent mediator familiar with the subject matter at issue and engage in good faith mediation, involving the principal decision-makers for each Party. In the event that the disagreement between the parties is not settled in accordance with solved by mediation, then as to any of the foregoing procedure, the UNION may refer the grievance questions made subject to arbitration within fourteen (14) calendar days after hereunder, such question or questions shall be submitted to three competent and disinterested arbitrators in the employee and UNION's receipt of the EMPLOYER's written answer in Step 2following manner. The parties party desiring such arbitration shall mutually agree upon an arbitratorselect its arbitrator and give written notice thereof to the other party, and shall in such notice state precisely the matter or matters which it is proposed to bring before the arbitrators, and only the matters so stated shall be considered and decided by them. If the parties party receiving such notice shall fail to name an arbitrator within 15 days after notice as aforesaid has been given to it, the arbitrator named by the party giving such notice may and shall name and appoint an arbitrator for and in behalf of the party so in default, and the arbitrator so named and appointed shall have the same power and authority as if he had been appointed by such party. Prior to the appointment of a third arbitrator, as hereinafter set forth, each party shall submit to both arbitrators above-named a detailed statement of their last and final positions on the matters to be arbitrated. The arbitrators so chosen shall appoint a third arbitrator, and in the event they are unable to agree on an arbitratorsuch appointment, the appointment of the third arbitrator may be made by the Chief Judge of the District Court of the United States for the Southern District of Illinois on the application of either of the parties hereto. The three arbitrators shall immediately upon their selection hear and decide the question or questions submitted for arbitration and shall give to each of the parties hereto reasonable notice of the time and place of their meetings, and reasonable opportunity for the production of evidence. After hearing both parties, the arbitrators shall promptly make an arbitrator award in writing upon the question or questions submitted and shall serve a copy of such award upon each party hereto. In making their award, the arbitrators shall choose one of the detailed statements submitted by the parties hereto as above set forth and shall not otherwise tender any award. The award of such arbitrators, or a majority of them, shall be final and binding upon the parties hereto, and the said arbitrators or a majority of them, shall, in their award and as a part thereof, decide by whom and in what proportion the costs of such arbitration shall be borne and paid and the amount of such costs. Neither party hereto shall have or enforce any right or remedy against the other in respect of any matter herein made the subject of arbitration, until such matter shall have been submitted to and decided by arbitration in the manner above provided, and then only in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her such decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsarbitration.

Arbitration. If the any grievance is not settled resolved in accordance with the foregoing proceduremanner set forth above, then any such grievance timely and properly processed through the UNION above procedure may refer the grievance be appealed to arbitration by the Union by giving written notice of its desire to arbitrate. Such notice must be received by the Administrator within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written date the Employer’s answer in Step 23 was due. If the grievance is submitted to Arbitration, the Arbitrator shall be selected by agreement between the Employer and the Union. When the parties fail to agree upon an Arbitrator within five (5) working days after the written notice of the Union’s desire to arbitrate, the following selection process shall occur: The Union shall request in writing (with a copy to the Administrator) the Federal Mediation and Conciliation Service to submit a panel of seven (7) arbitrators, all of whom are members of the National Academy of Arbitrators, and from Illinois. Such request must be made within seven (7) calendar days of the date the demand for arbitration is sent to the Employer. The parties shall mutually agree upon an arbitratorselect the Arbitrator from that list by alternately striking the names until one name remains. If Each party shall have the parties are unable right to agree reject one entire panel. Separate grievances may not be joined in a single arbitration except by mutual agreement of the parties. The Arbitrator shall be bound by the express provisions of this Agreement and shall not have the power to add to or subtract from or modify any of the express provisions of this Agreement or create any obligation not expressly contained in this Agreement. The Arbitrator’s decision consistent with this authority shall be final and binding on an arbitratorthe Employer, the selection Union, and the employees. The cost of an arbitrator arbitration shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne shared equally by the EMPLOYER Employer and the UNIONUnion. Such costs shall include the filing fee, provided that each if any, the Arbitrator’s fee and expenses, transcript, and place of holding the hearing. Each party shall be responsible for compensating its own representatives representatives. In the event any back pay award is determined to be appropriate, any interim earnings (other than earnings from secondary employment held prior to discharge or suspension and witnessesin an amount consistent with the prior level of employment) or unemployment compensation received by the employee shall be deducted from the amount due. Employees who serve as such representatives or witnesses No monetary remedy for any grievances shall not be compensated at awarded for a rate in excess of their base pay rate. If either party desires a verbatim record period earlier than thirty (30) calendar days prior to the filing of the proceedingsgrievance, it may cause such a record unless the grievance asserts the failure to be made, provided it pays for pay earned wages and/or benefits. Pending final disposition by the record. If both parties desire a verbatim record of the proceedingsArbitrator, the cost Employer shall be shared equally. The arbitrator shall not have the right to amendrequest verification of interim earnings and/or unemployment compensation received by the employee. The time limits set forth in this Article, modify, nullify, ignore, add to, or subtract including the time limits for demanding a panel of arbitrators from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submittedFMCS, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application are “of the express terms of this AGREEMENT essence” and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law cannot be waived or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, extended except by written agreement, agree agreement of both parties to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsspecific date.

Arbitration. If Any dispute arising under this Agreement between the grievance is not settled parties hereto shall be submitted to, and finally and conclusively resolved, settled, and determined under the International Arbitration Rules (the "Rules") of the London court of International Arbitration ("LCIA") by a panel of three arbitrators appointed in accordance with the foregoing procedureRules. The arbitration shall take place in Stockholm, Sweden. Notice of such dispute must be timely given by serving upon the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt other party written notice of the EMPLOYER's written answer in Step 2complaint, including the specific paragraphs or subparagraphs of this Agreement allegedly violated and the remedy sought. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision complainant must thereafter within thirty (30) calendar days following the close days, or by written agreement within any longer agreed upon period, request arbitration. The panel of the hearing or submission three arbitrators shall be chosen from a list of briefs at least seven (7) qualified arbitrators appointed by the partiesLCIA, whichever is later, unless the parties agree to an extension thereofall of whom must be familiar with general international business practices. The fees parties shall alternately strike names until three names remain, which persons shall serve as arbitrators. The party to strike first shall be determined by lot. The arbitration shall be conducted and expenses governed pursuant to the Rules and accepted commercial practices. The award shall be accompanied by a written opinion setting forth the reason for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER award and the UNION, provided that each party facts relied upon. Arbitrators shall be responsible for compensating its own representatives promptly hear the matter and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract within sixty (60) days from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submittedhearing, in writingrender a decision, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The which decision shall be based solely upon final, binding, and conclusive on the arbitrator's interpretation or application parties and their respective successors and assigns, and entitled to be enforced to the fullest extent permitted by law. Each party hereby agrees that any arbitration award may be enforced in any location where such party owns assets. Each party further acknowledges that this Agreement and any award rendered pursuant to it shall be governed by the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. ITAR-TASS hereby waives any claims of sovereign immunity it may have regarding claims of IWL under this Agreement. Each party shall pay its own expenses of arbitration and the expenses of the express terms of this AGREEMENT and on arbitrators shall be equally shared provided, however, that is in the facts opinion of the grievance presented. If the arbitrator determines that the grievance is covered arbitrators any claim for indemnification by law any party hereunder or statute, any defense or not covered objection thereto by the express provisions of this AGREEMENTother party was unreasonable, the arbitrator arbitrators may assess, as part of the award, all or any part of the arbitration expense (including reasonable attorneys' fees and costs) of the other party and of the arbitrators against the party raising such unreasonable claim, defense or objection. Nothing herein set forth shall refer the grievance back to prevent the parties without decision or recommendation. The parties may, from settling any dispute by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsmutual agreement at any time.

Arbitration. If In the grievance event the Depositary is advised that a judgment of a court in the United States court may not be recognized, the following provisions shall apply: (i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating to the Deposit Agreement shall be settled by arbitration in accordance with the foregoing procedureCommercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (ii) The place of the arbitration shall be the City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and the language of the arbitration shall be English. (iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the UNION may refer parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the grievance to arbitration event there is more than two parties) shall not have occurred, within fourteen sixty (1460) calendar days after the employee and UNION's receipt initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the EMPLOYER's written answer selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in Step 2accordance with its rules. The parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country. (iv) The arbitrators shall mutually agree upon an arbitrator. If the parties are unable have no authority to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established award damages not measured by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, prevailing partys actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make a decision on any other issue(s) ruling, finding or award that does not so submittedconform to the terms and conditions of the Deposit Agreement. The arbitrator shall be without power to make decisions contrary In the event any third-party action or proceeding is instituted against the Depositary relating to or inconsistent with arising from any act or modifying or varying in any way failure to act by the application of lawsCompany, rules or regulations having the force and effect of law. The decision shall be based solely upon Company hereby submits to the arbitrator's interpretation or application personal jurisdiction of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance court or administrative agency in which such action or proceeding is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsbrought.

Arbitration. If ‌ Except as otherwise specifically provided for in this Agreement, any matter in issue between the grievance is not settled in accordance with Parties as to their rights under this Agreement may be decided by arbitration provided, however, that the foregoing procedureParties have first completed a Senior Conference pursuant to Section 16.1. Any dispute to be decided by arbitration will be decided by a single arbitrator appointed by the Parties or, if such Parties fail to appoint an arbitrator within fifteen (15) days following the agreement to refer the dispute to arbitration, upon the application of either of the Parties, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established appointed by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability Judge of the EMPLOYER and Superior Court of Justice (Ontario) sitting in the union representatives. The arbitrator shall notify the union representative and the EMPLOYER Judicial District of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyToronto Region. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, any current or subtract from the provisions of this AGREEMENTpast business or financial relationships with any Party (except prior arbitration). The arbitrator shall consider provide each of the Parties an opportunity to be heard and decide only shall conduct the specific issue(s) submittedarbitration hearing in accordance with the provisions of the Arbitration Act, in writing, 1991 (Ontario). Unless otherwise agreed by the EMPLOYER Parties, the arbitrator shall render a decision within ninety (90) days after the end of the arbitration hearing and shall notify the Parties in writing of such decision and the UNION, and shall have no authority to make a decision on any other issue(s) not so submittedreasons therefor. The arbitrator shall be without authorized only to interpret and apply the provisions of this Agreement and shall have no power to make decisions contrary to modify or inconsistent with or modifying or varying change this Agreement in any way the application of laws, rules or regulations having the force and effect of lawmanner. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer be conclusive, final and binding upon the grievance back Parties. The decision of the arbitrator may be appealed solely on the grounds that the conduct of the arbitrator, or the decision itself, violated the provisions of the Arbitration Act, 1991 (Ontario) or solely on a question of law as provided for in the Arbitration Act, 1991 (Ontario). The Arbitration Act, 1991 (Ontario) shall govern the procedures to apply in the enforcement of any award made. If it is necessary to enforce such award, all costs of enforcement shall be payable and paid by the Party against whom such award is enforced. Unless otherwise provided in the arbitral award to the parties without decision or recommendation. The parties maycontrary, by written agreementeach Party shall bear (and be solely responsible for) its own costs incurred during the arbitration process, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on Party shall bear (and be solely responsible for) its equal share of the costs of the arbitrator. Each Party shall be otherwise responsible for its own meritscosts incurred during the arbitration process.

Arbitration. Section 26.1. Parties shall meet in an attempt to select a mutually acceptable arbitrator. If the grievance is not settled in accordance with the foregoing procedureunable to reach an agreement, the UNION may refer parties shall request the grievance American Arbitration Association or the Federal Mediation and Conciliation Service to arbitration within fourteen supply a list of seven (147) calendar days arbitrators. Nothing herein shall preclude the parties from meeting at any time after the employee list of arbitrators has been requested and UNION's receipt prior to the convening of the EMPLOYER's written answer hearing in Step 2a further attempt to resolve the grievance. The parties shall mutually agree upon an arbitratoralternately strike the names of three arbitrators, taking turns as to the first strike. If The person whose name remains shall be the parties are unable to agree on an arbitrator, provided that either party, before strildng any names, shall have the selection right to reject one (1) panel of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesarbitrators. The arbitrator shall hear be notified of his selection by a joint letter from the grievance at Employer and Union, requesting that he set a scheduled meeting date and time for the hearing, subject to the availability of the EMPLOYER Employer and Union representatives. All hearings shall be held in Springfield, Illinois unless the union representativesparties mutually agree otherwise. Questions of arbitrability shall be decided by the arbitrator. The arbitrator shall notify make a preliminary determination on the union representative question of arbitrability. Once a determination is made that the matter is arbitrable or if such preliminary determination cannot be reasonably made, the arbitrator shall then proceed to hear the merits of the dispute. The arbitrator shall have no power to amend, modify, nullify, ignore, add to or subtract from the provisions of this Agreement. The arbitrator shall decide only the specific issue submitted to him and, if a violation of the terms ofthis Agreement is found, shall fashion an appropriate remedy. The arbitrator shall be without power to make a decision contrary to or inconsistent with or modifying or varying in anyway the application of Federal or State laws or rules and regulations having the EMPLOYER force and effect of his/her such laws. The arbitrator shall be requested to submit in writing his decision within thirty (30) calendar days following the close of the hearing or the submission of briefs by the parties, whichever is later, unless the parties agree to an a written extension thereof. The fees and expenses for A decision rendered consistent with the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT Agreement shall be final and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsbinding.

Arbitration. Grievances shall only be advanced to arbitration with the agreement of CNA. The cost for hearing all grievances advanced to arbitration shall be split equally between the County department of the grievant and CNA, including any cancellation fee, if both parties are mutually responsible, otherwise the party responsible shall pay the entire cancellation fee. The Employee Relations Division and CNA shall attempt to select an arbitrator by mutual agreement as soon as possible but in no event later than ten (10) working days after receipt of written notice by CNA of its appeal to arbitration. Where mutual agreement cannot be reached, the parties shall request a list of arbitrators from the State Mediation and Conciliation Service, and mutually select an arbitrator within ten (10) working days from receipt of said list. Where mutual agreement cannot be made, the arbitrator shall be determined following a striking process. The determination as to which party strikes first shall be based on a coin flip. If the grievance last remaining person on the list is not settled in accordance with the foregoing procedureavailable, the UNION may refer the grievance to arbitration within fourteen (14previously stricken person(s) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer shall be contacted in Step 2reverse order until one is available. The parties shall mutually agree upon an arbitratorcontact the arbitrator to establish a hearing date acceptable to both parties. If In reaching a decision and award, the arbitrator shall limit himself to the allegations contained in the grievance presented in relation to the express provisions of the agreement alleged to have been violated. Further, the arbitrator shall have no authority to amend, change, add to, subtract from, or ignore any provisions of this Agreement. Lastly, the arbitrator shall not substitute his judgment for that of the County on matters pertaining to the exercise of managerial discretion except where it can be shown by the grievant/CNA that the County abused its discretion. The decision of the arbitrator will be in writing and transmitted to the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following after the close of the hearing hearing. This decision may require an appointing authority or submission of briefs by a subordinate to cease and desist from the partiesaction, whichever which is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record subject of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallygrievance. The arbitrator shall not have may also require the right appointing authority to amendtake whatever action is necessary, modifywithin the control of the appointing authority, nullifyto remedy the grievance or take other action to relieve the loss, ignoreif any, add to, or subtract from to the provisions of this AGREEMENTemployee. The Under no conditions can the arbitrator shall consider and decide only order relief that exceeds the specific issue(s) submitted, in writing, relief requested by the EMPLOYER and the UNION, grievant and shall have no authority be limited to make a decision on any other issue(s) not so submittedmaking the grievant whole. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way In the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If event the arbitrator determines that monetary relief is an appropriate remedy, he/she shall consider established arbitral standards and principles in determining whether to make any award retroactive to a date earlier than fifteen (15) working days prior to the date the grievance is covered was filed. CNA and the County agree to maintain confidentiality of grievances consistent with applicable regulations and laws. The decision by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer be final and binding on all parties unless there is a financial impact of greater than two thousand five hundred dollars ($2,500), in which case it shall be subject to approval of the Board of Supervisors. For grievance decisions with financial impact of greater than two thousand five hundred dollars ($2,500), the Employee Relations Division will submit the grievance back decision to the parties without next practicable meeting of the Board of Supervisors. If the Board of Supervisors fails to act within thirty (30) days following receipt of formal notice of the decision or recommendationof the arbitrator, it shall become final and binding. The parties mayA copy of the decision shall be filed with the Employee Relations Division of Human Resources, by written agreement, agree to submit more than one grievance to CNA and the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsgrievant.

Arbitration. If 14.01 Where a difference arises between the parties relating to the interpretation, application or administration of this Agreement, including any question as to whether a matter is arbitral, or where an allegation is made that this Agreement has been violated, either of the parties may after duly exhausting the grievance is not settled procedure established by this Agreement, notify the other party in writing of its desire to submit the difference or allegation to arbitration in accordance with the foregoing procedureSection 48, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt or Section 49 of the EMPLOYER's written answer in Step 2Act, and notice under Section 48 shall contain the name of first party’s appointee to an Arbitration Board. The parties recipient of the notice shall, within five (5) days, inform the other party of name of its appointee to the Arbitration Board. The two (2) appointees so selected shall mutually agree upon an arbitratorproceed to appoint a third person who shall be the Chairman. If the parties are unable recipient of the notice fails to agree on appoint an arbitrator, or if the selection of an arbitrator two (2) parties fail to agree upon a Chairman within fifteen (15) days, the appointment shall be made in accordance with by the "Rules Governing Director of the Office of Arbitration upon the request of either party. If no such request is made to the Director of Arbitration within twenty (20) days of the date, either is entitled to make such a request, then such arbitration is terminated and the matters, sought to be arbitrated are no longer open to arbitration. When the arbitration proceeds, the Arbitration of Grievances" as established Board shall hear and determine the difference or allegation and shall issue a decision and the decision is final and binding upon the parties and upon any employee affected by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesit. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability decision of the EMPLOYER and majority is the union representativesdecision of the Arbitration Board, but if there is no majority, the decision of the Chairman governs. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator Arbitration Board shall not have any authority to alter or change any of the right to amend, modify, nullify, ignore, add toprovisions in lieu thereof, or subtract from to give any decision contrary to the provisions terms and conditions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submittedAgreement, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application modify, add to or detract from any provision of laws, rules or regulations having the force and effect of lawthis Agreement. The decision shall be based solely upon the arbitrator's interpretation or application Each of the express terms parties to this agreement will pay the fees and disbursements of this AGREEMENT its appointee to the Arbitration Boards and on will share equally the facts fees and disbursements of the grievance presentedChairman. If the Where both parties agree, a single arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions may be chosen rather than a Board of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendationArbitration. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance All expenses will be considered as a separate issue and each on its own meritsshared equally between the parties.

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt Failing settlement of the EMPLOYER's written answer Grievance at Step 3, either of the Parties may notify the other Party, in Step 2writing, of its desire to proceed to Arbitration. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator Such notification shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision mailed within thirty (30) calendar days following from the close date on which the reply of the hearing Chief Administrative Officer (or submission designate) was given at Step 3. If a notice of briefs desire to arbitrate is served, the party serving the same shall designate whether it wishes to have the arbitration heard by a Board of Arbitration or by a Sole Arbitrator. If the partiesparty serving the notice designates a Board of Arbitration, whichever is laterthe two parties shall each nominate an Arbitrator within fifteen (15) days of service and notify the other party of the name and address of its nominee. The two Arbitrators so appointed shall attempt to select, unless by agreement, a Chairman. If the party serving the notice designates a Sole Arbitrator, the two parties shall attempt to select, by agreement, a Sole Arbitrator. If the two Arbitrators are unable to select a Chairman within ten (10) days of their appointment, or if the parties agree are unable to select a Sole Arbitrator within ten (10) days of the notice that the party wishes to have the arbitration heard by a Sole Arbitrator, either party may request the Minister of Labour to appoint an extension thereofimpartial Chairman or an impartial Arbitrator, as the case may be. Where the arbitration is to be heard by a Sole Arbitrator, all references hereinafter contained in Article 8 to a Board of Arbitration shall apply to the Sole Arbitrator, making all necessary changes. The fees Arbitration Board shall hear and expenses for determine the arbitrator's services difference or allegation and proceedings shall issue a decision, and the decision shall be borne equally final and binding upon the Parties and upon any employee affected by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawit. The decision of the majority of the Arbitration Board shall be based solely upon the arbitrator's interpretation or application decision of the express terms of this AGREEMENT and on Arbitration Board, but if there is no majority the facts decision of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance Chairman will be considered as a separate issue and each on its own meritsgovern.

Arbitration. If Any claim, controversy, or dispute arising between the grievance parties with respect to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to and resolved by binding arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration Act and (except as otherwise specified herein) the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the arbitration is not settled commenced. The venue for the arbitration shall be the Atlanta, Georgia offices of the American Arbitration Association. Either party may notify the other party at any time of the existence of an arbitrable controversy by delivery in accordance with the foregoing procedureperson or by certified mail of a Notice of Arbitrable Controversy. Upon receipt of such a Notice, the UNION may refer the grievance parties shall attempt in good faith to arbitration resolve their differences within fourteen fifteen (1415) calendar days after the employee and UNION's receipt of such Notice. Notice to the EMPLOYERCompany and the Executive shall be sent to the addresses specified in Section 7 above. If the dispute cannot be resolved within the fifteen (15) day period, either party may file a written Demand for Arbitration with the American Arbitration Association's written answer in Step 2Atlanta, Georgia Regional Office, and shall send a copy of the Demand for Arbitration to the other party. The parties arbitration shall mutually agree be conducted before a panel of three (3) arbitrators. The arbitrators shall be selected as follows: (a) The party filing the Demand for Arbitration shall simultaneously specify his or its arbitrator, giving the name, address and telephone number of said arbitrator; (b) The party receiving such notice shall notify the party demanding the arbitration of his or its arbitrator, giving the name, address and telephone number of the arbitrator within five (5) days of the receipt of such Demand for Arbitration; (c) A neutral person shall be selected through the American Arbitration Association's arbitrator selection procedures to serve as the third arbitrator. The arbitrator designated by any party need not be neutral. In the event that any person fails or refuses timely to name his arbitrator within the time specified in this Section 8, the American Arbitration Association shall (immediately upon notice from the other party) appoint an arbitrator. If The arbitrators thus constituted shall promptly meet, select a chairperson, fix the time, date(s), and place of the hearing, and notify the parties. To the extent practical, the arbitrators shall schedule the hearing to commence within sixty (60) days after the arbitrators have been impaneled. A majority of the panel shall render an award within ten (10) days of the completion of the hearing, which award may include an award of interest, legal fees and costs of arbitration. The panel of arbitrators shall promptly transmit an executed copy of the award to the respective parties. The award of the arbitrators shall be final, binding and conclusive upon the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceshereto. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from have the provisions award enforced by any court of this AGREEMENTcompetent jurisdiction. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.Executive initials:_________ Company initials:___________

Arbitration. If In the event any grievance is cannot settled be adjusted as set forth in accordance with Article 8 hereof, and either party elects to go to arbitration, such party may do so by sending written notice of such desire to the foregoing procedureother party within a period of fifteen (15) days from the date of the delivery of the decision of the Company as provided in Article 8, Section 2, paragraph B, hereof. A temporary Board of Arbitration shall be chosen immediately in the following manner: One member of said board shall be chosen by the Company and one member by the Union. The two thus chosen shall, within five (5) days exclusive of Saturdays, Sundays and holidays, select the third member of said board, and in the event they cannot agree on the third member, the UNION may refer Company and the grievance to arbitration within fourteen (14) calendar days after Union shall request the employee and UNION's receipt Director of the EMPLOYER's written answer in Step 2State Mediation and Conciliation Service to submit a list of five persons qualified to act as the third member of said arbitration board. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union Union representative and the EMPLOYER Company representative, after the receipt of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the partiessaid list, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amendstrike two names from it in the following manner. The two representatives shall determine by lot the order of elimination and thereafter each shall, modifyin that order, nullify, ignore, add to, alternately eliminate one name until only one remains. The fifth or subtract remaining name shall thereupon be accepted by both the Union and the Company as the third member of the board. The three arbitrators so selected shall endeavor to meet daily for the purpose of hearing such grievance as may be referred to them and render a decision thereon. A majority decision of said board shall be final and binding upon both parties and transmitted in writing to each thereof. No single grievance shall consume a period in excess of five (5) working days after the appointment of the board of arbitrators. Failure of either party to appoint its arbitrator within a period of five (5) days from the provisions time of this AGREEMENTofficial notice by the other party of arbitration proceedings will cause that party to forfeit its case. The arbitrator Each party shall consider and decide only bear the specific issue(s) submittedexpense of its own arbitrator. Compensation of the third arbitrator, in writingaddition to the general expense of said board as a whole, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawpaid jointly by both parties hereto. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and Failure on the facts part of either party to perform the grievance presentedact required in Articles 8 and 9 within the time limits as set forth shall cause said party to forfeit its case. If Time limit requirements set forth herein may be extended by mutual agreement between the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsparties.

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee The decision and UNION's receipt award of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act final and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the binding upon all interested parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right power to amend, modify, nullify, ignore, add to, to or subtract from the provisions of or to modify this AGREEMENTAgreement or any Agreement supplemental hereto. No more than one grievance shall be placed before an arbitrator at any one hearing and in no instance shall there be multiple (2 or more) grievances heard by any arbitrator holding hearings as provided herein, unless it is mutually agreed to waive this provision. The arbitrator shall consider and decide only expense of the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered borne equally by the express provisions of this AGREEMENTCity and the Union. Unless the parties have agreed upon an arbitrator, the arbitrator shall refer be selected under the grievance back voluntary rules of labor arbitration of the American Arbitration Association. Once the written notice has been given by the Union in Step 5, either party may request the American Arbitration Association to the parties without decision or recommendationinitiate selection procedures. The parties may, by written agreement, City and the Union may at any time agree to submit name one, two or three Standing Umpires to be used for all arbitrations in place of arbitrators selected through the American Arbitration Association. If more than one grievance Standing Umpire is named, arbitrations shall be assigned to each Standing Umpire on a rotating basis. The decision and award of the Standing Umpire shall be final and binding upon all interested parties. Unless the City and the Union have agreed otherwise, once a Standing Umpire has been selected, the designation cannot be revoked by either the City or the Union on less than three months written notice to the arbitrator other and the Standing Umpire. The Standing Umpire shall continue to serve until he resigns, or until the City and the Union mutually agree that his term shall end, or upon a revocation of his designation as provided that each grievance will above. After the end of his term, the Standing Umpire shall continue to have jurisdiction to decide all cases which were submitted to him during his term as Standing Umpire. The expense of the Standing Umpire shall be considered as a separate issue borne equally by the City and each on its own meritsthe Union.

Arbitration. If Any claim, counterclaim, demand, cause of action, dispute, and controversy arising out of or relating to this Agreement or the grievance is not settled relationship established by this Agreement, any provision hereof, the alleged breach hereof, or in any way relating to the subject matter of this Agreement, involving the parties and/or their respective representatives (each a “Dispute”), even if such Disputes allegedly are extra-contractual in nature, sound in contract, tort, or otherwise, or arise under state or federal law, shall be resolved by binding arbitration. Arbitration shall be conducted in accordance with the foregoing procedurerules of arbitration of the Federal Arbitration Act and, to the extent an issue is not addressed by the federal law on arbitration, by the commercial arbitration rules of the American Arbitration Association. The validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitrators. In deciding the substance of the Parties’ Dispute, the UNION may arbitrators shall refer to the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2governing law. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator arbitration proceeding shall be made conducted in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesHouston, Texas. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within Within thirty (30) calendar days following the close of the hearing or submission notice of briefs by initiation of the partiesarbitration procedure, whichever is later, unless the parties agree to an extension thereofeach Party shall select one arbitrator. The fees and expenses for the two (2) arbitrators shall select a third arbitrator's services and proceedings . The third arbitrator shall be borne equally a person who has over eight (8) years professional experience in energy-related transactions and who has not previously been employed by either Party and does not have a direct or indirect interest in either Party or the EMPLOYER and subject matter of the UNION, provided that each party arbitration. While the third arbitrator shall be responsible for compensating its own representatives neutral, the two (2) Party-appointed arbitrators are not required to be neutral, and witnesses. Employees who serve as such representatives or witnesses it shall not be compensated at a rate in excess grounds for removal of their base pay rate. If either party desires a verbatim record of the proceedingstwo (2) Party-appointed arbitrators or for vacating the arbitrators’ award that either of such arbitrators has past or present minimal relationships with the Party that appointed such arbitrator. To the fullest extent permitted by law, it may cause such a record to be made, provided it pays for any arbitration proceeding and the record. If both parties desire a verbatim record of the proceedings, the cost arbitrators award shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, maintained in writing, confidence by the EMPLOYER and the UNION, and Parties. Each Party shall have no authority continue to make a decision on perform its obligations under this Agreement during arbitration proceedings or any other issue(s) not so submitted. The arbitrator shall be without power dispute resolution mechanism pursuant to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsSection 18.

Arbitration. If A grievance which has not been satisfactorily resolved after it has been timely and properly processed completely through the grievance is not settled Grievance Procedure may be submitted to arbitration by the Union during the term of the Agreement. To do so the Union shall submit a written request for a panel of seven (7) members of the National Academy of Arbitrators to the Federal Mediation & Conciliation Service, with a simultaneous copy to the Company’s Manager, Labor Relations, within sixty (60) workdays of the Step 3 answer (or any default in answering). After receiving the list of arbitrators, and within fifteen (15) workdays of its receipt, an arbitrator shall be selected by each party alternately striking from the list of seven names. The Union, as moving party, shall have the first strike. The last name remaining on the list after each party has exhausted its strikes shall become the arbitrator. The arbitrator so selected or appointed shall hear the arbitration proceeding within sixty (60) days after his/her appointment or by mutual agreement of all parties. The arbitrator shall interpret the contract in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt reserved rights theory of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established labor contracts whereby all rights not specifically limited by the Public Employment Relations Act and administered by Agreement are reserved to the State of Minnesota Bureau of Mediation ServicesCompany. The arbitrator shall hear the grievance at a scheduled meeting subject be confined to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30issue(s) calendar days following the close of the hearing or submission of briefs presented by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority right to make a decision on any other issue(s) not so submittedalter, amend, modify, or change the terms or provisions of this Agreement. The decision of the arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force final and effect of lawbinding. The decision arbitration procedure shall be based solely upon expeditiously pursued by all concerned and time limits noted here will be strictly enforced unless extended by mutual agreement. Where the issue submitted to arbitration involves the payment of money to an employee, the Arbitrator shall only have the authority to include in the award a direction for the payment of money, retroactively or otherwise, but limited to making the employee whole and no more. With respect to wages “make whole” means reimbursing the individual for the basic wages they would have made if employment had been continuous at the employee’s regular straight- time wage rate and not including overtime or other premium payments or interest. Deductions must be made for interim earnings (from any source), Worker’s Compensation, Unemployment Compensation, or other monetary compensation which the employee would not have been eligible for had the employee not been suspended or discharged during that period. It is understood the Company shall assume no back pay liability for delays at the specific request of the Union in which the Company concurs. Either party may require that an official record of the proceedings be prepared by a professional reporter and that a copy be provided to the arbitrator's interpretation or application . The party requiring an official record of the express terms proceedings will pay the full cost of this AGREEMENT all reporting and on transcript fees unless the facts other party requests a copy or the right of inspection or use, in which event the full cost shall be equally divided between the parties. Each party shall bear the expense of preparing and presenting its own case, including any attorneys’ fees. The compensation and expenses of the grievance presented. If arbitrator and the arbitrator determines that incidental expenses of the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator arbitration proceeding shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsequally shared.

Arbitration. If In the grievance is not settled event of any dispute under clause (g) of the definition of Major Decision between Owner Member and/or its appointed Manager(s), on the one hand, and Investor Member and/or the SLG or RXR Realty appointed Managers, on the other hand, either Participating Member may submit such dispute to final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures, as in effect at that time, by an arbitrator with at least ten years of experience in tax matters relating to real estate operating companies owning properties similar to the foregoing procedure, Property and located in Manhattan. Each Participating Member shall submit to such arbitrator its position on each matter in dispute and any applicable materials that it desires that such arbitrator consider in making its determination within 7 Business Days following the UNION may refer appointment of the grievance arbitrator. Such arbitrator shall consider only the materials submitted to it for resolution. Each Participating Member shall cooperate with JAMS and with the other Participating Member in scheduling the arbitration proceedings so that a final non-appealable award is rendered within fourteen (14) 30 calendar days after the employee submission thereof to arbitration, and UNION's receipt any notice requirements under Paragraph 14(b) of the EMPLOYER's written answer JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by such arbitrator in Step 2its discretion. The parties non-prevailing party in such arbitration shall mutually agree upon an arbitrator. If pay all fees and disbursements due to JAMS and the parties are unable to agree on an arbitrator, arbitrator as well as the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act reasonable costs and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability expenses (including reasonable attorneys’ fees and disbursements) of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each prevailing party shall be responsible for compensating its own representatives and witnesses. Employees who serve as incurred in connection with such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submittedarbitration. The arbitrator shall be without power to make decisions contrary to or inconsistent (i) a disinterested and impartial person and (ii) selected in accordance with or modifying or varying in any way Paragraph “12(c)” et seq. of the application of laws, rules or regulations having the force JAMS Streamlined Arbitration Rules and effect of lawProcedures. The decision Such arbitrator shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered bound by the express provisions of this AGREEMENTAgreement and by Applicable Law and shall select the position proposed by either the Owner Member or the Investor Member for each disputed item (and no other position), which, in his or her opinion, would be consistent with applicable legal requirements, not adversely affect the REIT qualification or any reasonable REIT qualification concern of such Participating Member or its affiliates and is more consistent with the prevailing practices for similar entities owning Class A office buildings in Manhattan, and shall notify the Participating Members of its determination. The position selected by the arbitrator shall refer the grievance back with respect to the parties without disputed item shall be deemed Board Approval with respect thereto. Any decision or recommendation. The parties mayrendered by such arbitrator with respect to any matter in dispute shall be final, by written agreement, agree to submit more than one grievance to conclusive and binding upon the arbitrator provided that each grievance will Company and the Participating Members and may be considered as a separate issue entered and each on its own meritsenforced in any court having jurisdiction over the Company and either Participating Member.

Arbitration. If To initiate arbitration, either the grievance Ceding Company or the Reinsurer shall notify the other party in writing of its desire to arbitrate, stating the nature of its dispute and the remedy sought. The party to which the notice is sent shall respond to the notification in writing within ten (10) days of its receipt. The arbitration hearing shall be before a single arbitrator. In order to be eligible to serve as an arbitrator, an individual must not settled in accordance with the foregoing procedurebe a present or former officer, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt attorney or consultant of the EMPLOYER's written answer in Step 2Ceding Company or the Reinsurer or of either of their affiliates. The parties arbitrator must be neutral, impartial, and disinterested. The Ceding Company and the Reinsurer shall mutually agree upon each name three candidates to serve as an arbitrator. The Ceding Company and the Reinsurer shall take turns striking the name of one of the remaining candidates from the initial six candidates until only one candidate remains. If the parties are unable candidate so chosen shall decline to agree on an serve as the arbitrator, the selection candidate whose name was stricken last shall be nominated as the arbitrator. This process shall continue until a candidate has been chosen and has accepted. The first turn at striking the name of an a candidate shall belong to the party that is responding to the other party’s initiation of the arbitration. Once chosen, the arbitrator is empowered to decide all substantive and procedural issues. It is agreed that the arbitrator shall be made neutral, impartial, and disinterested regarding the dispute on the basis described in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability “Arbitration” article of the EMPLOYER Agreement. Therefore, at no time will either the Ceding Company or the Reinsurer contact or otherwise communicate with any person who is to be or has been designated as a candidate to serve as an arbitrator concerning the dispute, except upon the basis of jointly drafted communications provided by both the Ceding Company and the union representatives. The Reinsurer to inform the individual actually chosen as arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees nature and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presenteddispute. If Likewise, any written or oral arguments provided to the arbitrator determines concerning the dispute shall be coordinated with the other party and shall be provided simultaneously to the other party or shall take place in the presence of the other party. Further, at no time shall any arbitrator be informed that the grievance is covered arbitrator has been named or chosen by law one party or statute, or not covered the other. The arbitration hearing shall be held on the date fixed by the express provisions arbitrator. In no event shall this date be later than six months after the appointment of this AGREEMENTthe arbitrator. The arbitration hearing shall be held in Fort Xxxxx, Indiana. As soon as possible, the arbitrator shall refer establish prearbitration procedures as warranted by the grievance back facts and issues of the particular case. At least ten (10) days prior to the parties without decision or recommendationarbitration hearing, each party shall provide the other party and the arbitrator with a detailed statement of the facts and arguments it will present at the arbitration hearing. The parties mayarbitrator may consider any relevant evidence; he or she shall give the evidence such weight as he or she deems it entitled to after consideration of any objections raised concerning it. The party initiating the arbitration shall have the burden of proving its case by a preponderance of the evidence. Each party may examine any witnesses who testify at the arbitration hearing. Within twenty (20) days after the end of the arbitration hearing, by written agreement, agree to submit more than one grievance to the arbitrator provided shall issue a written decision that each grievance will sets forth his or her findings and any award to be considered paid as a separate issue result of the arbitration, except that the arbitrator may not award punitive or exemplary damages. In his or her decision, the arbitrator shall also apportion the costs of arbitration, which shall include, but not be limited to, his or her own fees and each on its own merits.expenses. SCHEDULE F INVESTMENT GUIDELINES Company: The Lincoln National Life Insurance Company (LNL) Portfolio: LNL01060

Arbitration. If Any dispute, controversy, or question arising under, out ----------- of, or relating to this Agreement (or the grievance is not settled in accordance breach thereof) or, Executive's employment with the foregoing procedureCompany or termination thereof, shall be referred for arbitration in the UNION may refer State of New York to a neutral arbitrator selected by the grievance to Executive and the Company and this shall be the exclusive and sole means for resolving such dispute. The arbitration within fourteen (14) calendar days after proceeding shall be governed by the employee and UNION's receipt Employment Rules of the EMPLOYER's written answer American Arbitration Association then in Step 2. The parties effect or such rules last in effect (in the event such Association is no longer in existence) but shall mutually agree upon an arbitratornot be conducted under the auspices of the Association, and the decision of the arbitrator shall be governed by the rule of law. If the parties are unable to agree on an arbitratorupon a neutral arbitrator within thirty (30)days after each party has given the other written notice of the desire to submit the dispute, controversy or question for decision as aforesaid, then either party may apply to the selection CPR of an New York City for the appointment of a neutral arbitrator or, if the CPR is not then in existence or does not desire to act in the matter, either party may apply to the Presiding Judge of the appropriate court for the appointment of a neutral arbitrator to hear the parties and settle the dispute, controversy or question. Such right to submit a dispute arising hereunder to arbitration and the decision of the neutral arbitrator shall be made final, conclusive and binding on all parties and interested persons and no action at law or in accordance with equity shall be instituted or, if instituted, further prosecuted by either party other than to enforce the "Rules Governing award of the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesneutral arbitrator. The arbitrator shall take submissions and hear the grievance at testimony, if necessary, and shall render a scheduled meeting subject to the availability of the EMPLOYER and the union representativeswritten decision as promptly as possible. The arbitrator shall notify may require any form of discovery (e.g., depositions) in making his decision. In connection with any arbitration, the union representative Company will reimburse the Executive for all reasonable attorneys' fees and the EMPLOYER of his/her decision within thirty (30) calendar days disbursements as incurred in connection therewith following the close receipt of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The invoices for such fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presenteddisbursements. If the arbitrator determines that Company prevails on all substantial claims in the grievance is covered by law or statute, or not covered by dispute submitted for arbitration then the express provisions of this AGREEMENT, Executive will reimburse the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsCompany for such legal fees.

Arbitration. If Except for matters related to the grievance is not settled Lessee’s obligation to timely pay rent, when due and any related action to terminate Lessee’s tenancy and evict Lessee from the Premises; disputes arising under this Lease or in accordance with any way relating to the foregoing procedurerelationship of Lessee and Lessor as contemplated in this Lease, shall be resolved through binding arbitration located in Appleton, Outagamie County, Wisconsin. Arbitration shall be initiated by either party providing to the UNION may refer other party written notice of a request for arbitration which such notice shall include facts of sufficient detail in order to apprise the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt other party of the EMPLOYER's written answer in Step 2nature of the alleged dispute. The parties Each party shall appoint one (1) representative and said representatives shall, thereafter, mutually agree upon an arbitratorand select one (1) person who shall serve as the parties’ arbitrator hereunder (the “Arbitrator”). If the parties parties’ representatives are unable to agree on an arbitratoragree, as determined in the selection sole discretion of an arbitrator Lessor’s representative, as to the appointment of the Arbitrator, then the Arbitrator shall be made selected by Lessor’s representative with notice of said selection being delivered to Lessee in accordance with writing; provided, however, that the "Rules Governing the Arbitration of Grievances" as established Arbitrator selected solely by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesLessor’s representative must be a former Wisconsin Circuit Court judge. The arbitrator initiating party’s representative shall hear be identified in the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representativesinitiating party’s initial notice. The arbitrator shall notify the union other party’s representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submittednamed, in writing, by delivery of a notice to the EMPLOYER initiating party within five (5) days of said party’s receipt of the initial arbitration notice. Each of parties’ representatives shall be members in good standing of the Wisconsin State Bar Association and the UNION, and who shall have no authority to make a decision on any other issue(s) not so submittedexpertise in commercial disputes and/or business transactions. The arbitrator parties’ representatives shall select the Arbitrator who shall also be without power a member in good standing of the Wisconsin State Bar Association and who shall also have expertise in commercial disputes and/or business transactions. If either Lessee or Lessor fails to make decisions contrary to or inconsistent with or modifying or varying in any way timely appoint their representative, then the application of laws, rules or regulations having other party’s timely appointed member may select the force and effect of lawArbitrator. The Arbitrator shall provide a written decision shall be stating his findings based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of any dispute and the grievance presentedapplicable law. Except as specifically set forth herein, all matters relating to the arbitration proceedings contemplated in this Lease, shall be governed by and be conducted in accordance with Chapter 788 of the Wisconsin Statutes, as may be amended from time to time. The decision of the Arbitrator shall be conclusively binding on the parties hereto. The terms of this Section 36, with respect to arbitration, are self executing. If any party refuses or neglects to appear at or participate in any arbitration proceeding conducted pursuant to the arbitrator determines that terms and conditions of this Lease, after reasonable notice, the grievance is covered by law or statute, or not covered Arbitrator shall proceed ex parte to decide the matter in accordance with the evidence as presented by the express provisions participating party. All hearings conducted by the Arbitrator shall be conducted within forty-five (45) days of the date of appointment of the Arbitrator and all discovery deadlines and other time sensitive matters shall be scheduled consistent therewith. Not later than seven (7) days prior to any arbitration hearing, including, but not limited to, a final hearing, the parties shall deliver to one another and to the Arbitrator, a written list of the names of all witnesses and a specific written summary of the testimony expected to be provided by each witness. In addition, each party shall provide to the other party copies of all documents intended to be presented at said hearings within said seven (7) day time period. No witness or document shall be allowed to testify at or shall be allowed presented at said hearings which has not been disclosed to the other party and to the Arbitrator as required in the preceding sentences. In any arbitration proceeding conducted pursuant to the terms and conditions of this AGREEMENTLease, the arbitrator prevailing party, as determined by the Arbitrator, shall refer be entitled to recover from the grievance back non-prevailing party, in addition to such other relief as may have been provided by the Arbitrator, the prevailing party’s reasonable attorneys’ fees and costs incurred in connection with the arbitration proceeding. If neither party is determined by the Arbitrator to have prevailed on all issues, then the Arbitrator shall be entitled to, but shall not be obligated to, assess costs and reasonable attorneys’ fees, against the parties without decision or recommendationthe Arbitrator deems appropriate. The parties mayUnder all circumstances, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will costs and expenses of the Arbitrator shall be considered as a separate issue split equally between Lessee and each on its own meritsLessor.

Arbitration. If the grievance Company or the Shareholders believe that a matter has occurred that entitles them to indemnification under Section 6.2, "Indemnification by the OCIS Principal Shareholders," the Company or the Shareholders, as the case may be (the "Indemnified Party"), shall give written notice to the party or parties against whom indemnification is not settled sought (each of whom is referred to herein as an "Indemnifying Party") describing such matter in accordance with reasonable detail. The Indemnified Party shall be entitled to give such notice prior to the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt establishment of the EMPLOYER's amount of its losses, liabilities, costs or damages, and to supplement its claim from time to time thereafter by further notices as they are established. Each Indemnifying Party shall send a written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable response to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision such claim for indemnification within thirty (30) calendar days following the close after receipt of the hearing claim stating its acceptance or submission of briefs objection to the indemnification claim, and explaining its position in respect thereto in reasonable detail. If such Indemnifying Party does not timely so respond, it will be deemed to have accepted the Indemnified Party's indemnification claim as specified in the notice given by the partiesIndemnified Party. If the Indemnifying Party gives a timely objection notice, whichever is later, unless then the parties will negotiate in good faith to attempt to resolve the dispute, and upon the expiration of an additional thirty (30) day period from the date of the objection notice or such longer period as to which the Indemnified and Indemnifying Parties may agree, any such dispute shall be submitted to arbitration in Reno, Nevada, to a member of the American Arbitration Association mutually appointed by the Indemnified Party and Indemnifying Party (or, in the event the Indemnified Party and Indemnifying Party cannot agree on a single such member, to an extension thereofa panel of three members of such Association selected in accordance with the rules of such Association), who shall promptly arbitrate such dispute in accordance with the rules of such Association and report to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties. Judgment upon the award by the arbitrator(s) may be entered in any court having jurisdiction. The prevailing party in any such arbitration shall be entitled to recover from, and have paid by, the other party hereto all fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNIONdisbursements of such arbitrator or arbitrators. For this purpose, provided that each a party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record deemed to be madethe prevailing party only if such party would be deemed to be a prevailing party under Section 6.8, provided it pays for the record. If both parties desire a verbatim record "Definition of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsPrevailing Parties."

Arbitration. Should any grievance or dispute arise between the CLT and the Lessee concerning the terms of this Lease which cannot be resolved by normal interaction, the CLT and the Lessee shall submit the grievance or dispute to an agreed-upon third party for resolution. If the grievance is CLT and the Lessee cannot settled in accordance with agree upon such a third party within ten (10) days after either of them submits the foregoing procedurename of a proposed arbitrator to the other, the UNION may refer following procedure shall be used: The CLT or the grievance to arbitration within fourteen Lessee shall notify the other by written notice of its selection of a disinterested arbitrator. Within fifteen (1415) calendar days after the employee and UNION's of receipt of this written notice, the EMPLOYER's other party may by written answer in Step 2notice to the initiator of the arbitration process appoint a disinterested arbitrator of its own choice. The parties These two arbitrators shall mutually agree upon an select a third arbitrator. If the parties are unable other party fails to agree on timely name an arbitratorarbitrator in response to the receipt of the written notice from the initiator, the selection of an arbitrator selected by the initiator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicessole arbitrator. The arbitrator or arbitrators shall hear hold a hearing within thirty (30) days after the grievance at initial written notice by the initiator of the arbitration process. At the hearing the CLT and the Lessee shall have an opportunity to present evidence and question witnesses in the presence of each other. As soon as reasonably possible, and in no event later than fifteen (15) days after the hearing, the arbitration panel shall make a scheduled meeting subject written report to the availability of the EMPLOYER CLT and the union representatives. The Lessee of its findings and decisions, including a personal statement by each arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following and the close reason for it. The arbitrators shall decide the dispute or claim in accordance with the substantive law of the hearing or submission of briefs by jurisdiction and what is just and equitable under the parties, whichever is later, unless the parties agree to an extension thereofcircumstances. The fees decisions and expenses awards of the majority of the arbitration panel shall be binding and final between the CLT and the Lessee. If the Lessee shall fail to name an arbitrator pursuant to this Article, any Permitted Mortgagee shall have the right to promptly do so on behalf of the Lessee. Any Permitted Mortgagee shall have the right to participate in any arbitration for the arbitrator's services and proceedings purpose of protecting its rights under this Lease. All expenses of the arbitration shall be borne equally by the EMPLOYER Lessee and the UNION, provided CLT unless at least two members of an arbitration panel find that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record has delayed, impaired, or attempted to deceive the panel for the purpose of harassing the other party to the arbitration, in which event the panel may direct either party to pay the costs of the proceedingsarbitration, it may cause such a record to be madeincluding reasonable attorneys' fees, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back assessable to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsother party.

Arbitration. If not satisfied with the Employer answer in Step Two, only the Union may appeal the grievance to arbitration within twenty-five (25) week days from the date of the Department's answer in Step Two. If an unresolved grievance is not timely appealed to arbitration, it shall be considered terminated on the basis of the Employer's Step Two answer without prejudice or precedent in the resolution of future grievances. The parties may propose consolidation of grievances containing similar issues. In the event the department does not provide the required Step Two answer to a grievance within the time limit above, the Union may request the Office of the State Employer to schedule and hold a meeting, within ten (10) weekdays, where the department will provide an oral response to the grievance sufficient to enable the Union to make an informed decision regarding its merits. At the request of the Union following a Step Two denial of a disciplinary grievance, a Staff Representative of the Union and the Department where the grievance originates discuss the matter. An effort shall be made in such discussions to arrive at fair and equitable grievance settlements to avoid the necessity of arbitration. Such settlements, if reached, shall be confirmed in writing when agreed to by the departmental Employer and the Union. If not satisfied with the Employer answer in Step Two, the Union may appeal the grievance to arbitration by notifying the Office of the State Employer in writing prior to or concurrent with submission of the demand for arbitration according to the provisions of this section. Before the arbitration hearing, representative(s) of the Union, the Office of the State Employer, and/or the departmental Employer may request a meeting to review the grievance. An effort shall be made in such discussions to arrive at a fair and equitable grievance settlement to avoid the necessity of arbitration. Such settlement shall be confirmed in writing when agreed to by the Union and the Office of the State Employer. If the grievance is not settled in accordance with the foregoing procedureresolved through such meeting, the UNION Union may refer continue to arbitration. This process shall not impede or delay the grievance to arbitration process. All issues not previously raised, including threshold issues, shall be raised by either party in writing within fourteen fifteen (1415) calendar week days after following the employee and UNIONEmployer's receipt of the EMPLOYER's written answer demand for arbitration. The Union and the Office of the State Employer will each nominate five (5) arbitrators to serve on a panel to hear grievances appealed to arbitration. Any arbitrator nominated by both parties shall serve on the panel. The Employer and the Union may each strike up to three (3) names remaining on the other party’s list. All names not stricken shall serve on the panel. The names of the arbitrators designated to serve on the panel and who agree to serve shall be listed in Step 2alphabetical order and shall serve on a rotating basis. Upon notice to the State Employer that a grievance is appealed to arbitration subject to the approval of the Union’s grievance committee, the grievance will be assigned to the next arbitrator on the list. Upon notice to the State Employer that the grievance has been approved for arbitration, the Employer will send, within ten (10) weekdays, a request for arbitration to the arbitrator so assigned and provide copies of the request to the affected department and the Union. Each request for arbitration shall require the arbitrator schedule and hold the hearing within sixty (60) days of receiving the request for arbitration. The parties shall mutually agree upon an arbitrator. If the parties are unable expected to agree on an arbitrator, the selection of an arbitrator shall be made set aside all normal business in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act order to schedule and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of hold the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereofwithin sixty (60) days. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by By mutual written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.parties may waive the sixty

Arbitration. If the grievance is not settled in accordance on the basis of the foregoing procedures, and if the grievant and the Union have complied with the foregoing procedurespecific procedures, requirements and time limitations specified in Steps 1, 2, 3 and 4 herein, the UNION may refer the grievance to arbitration Union may, within fourteen (14) calendar days after the employee and UNION's following receipt of the EMPLOYER's written answer reply from the Administrator and/or designee in Step 23, submit the issue in writing to final and binding arbitration. The parties Employer and the Union shall mutually attempt to agree upon on an arbitrator. If the parties are unable Employer and the Union fail to agree on an arbitrator, the selection a list of an arbitrator eleven (11) arbitrators shall be made requested from the Federal Mediation and Conciliation Service. The parties shall there upon alternate in accordance with striking a name from the "Rules Governing panel until one name remains. The person whose name remains shall be the Arbitration of Grievances" as established by the Public Employment Relations Act arbitrator. The arbitrator's decision shall be final and administered by the State of Minnesota Bureau of Mediation Servicesbinding on all parties. The arbitrator shall hear the grievance at render a scheduled meeting subject to the availability of the EMPLOYER decision as promptly as possible and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision in any event within thirty (30) calendar working days following from the close date of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallycase presentation. The arbitrator shall not have confine himself/herself to the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, issue submitted for arbitration and shall have no authority to make a decision on determine any other issue(s) issue not so submittedsubmitted to him/her. The arbitrator shall be without power have no authority to make decisions contrary to add to, subtract from or inconsistent with otherwise change or modifying or varying in any way modify the application provisions of lawsthe Agreement, rules or regulations having the force and effect of law. The decision but shall be based solely upon the arbitrator's interpretation or application of the express terms authorized only to interpret existing provisions of this AGREEMENT and on Agreement as they may apply to the specific facts of the grievance presentedissue in dispute. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENTFurthermore, the arbitrator shall refer have no authority to substitute his/her judgment for that of the grievance back Employer, so long as the Employer's judgment is exercised in good faith and objectively made based upon established criteria. Each party shall bear one-half of the fee of the arbitrator and any other expenses jointly incurred incident to the parties without decision or recommendationarbitration hearing. The parties may, All other expenses shall be borne by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will party incurring them and neither party shall be considered as a separate issue and each on its own meritsresponsible for the expense of witnesses called by the other party.

Arbitration. If the grievance employee is not settled in accordance satisfied with the foregoing procedureanswer in Step 2, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's through the FOP/OLC may appeal to arbitration by serving written notice of intent to the Employer. Upon receipt of a request for arbitration the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If Employer (or designee) and the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability representative of the EMPLOYER and the union representatives. The arbitrator FOP/OLC shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close request for arbitration jointly request a list of eleven (11) impartial arbitrators from the Federal Mediation and Conciliation Service. The parties shall agree on a submission agreement outlining the specific issue to be determined by the arbitrator prior to requesting the list. Upon receipt of the hearing or submission list of briefs by the parties, whichever is later, unless arbitrators the parties agree to shall select an extension thereofarbitrator within thirty (30) calendar days from the date the list is received. The fees and expenses for parties shall use the alternative strike method from the list of arbitrators. The party requesting the arbitration shall be the first to strike a name from the list. The remaining name shall be designated as the arbitrator's services and proceedings . All procedures relative to the hearing shall be borne equally by in accordance with the EMPLOYER rules and regulations of the UNION, provided that each party F.M.C.S. The arbitrator shall hold the arbitration promptly and issue a decision within 30 days’ time thereafter. The arbitrator's decision shall be responsible for compensating its own representatives and witnessesstrictly limited to the interpretation, application or enforcement of specific articles and/or sections of this agreement. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost The arbitrators’ decisions shall be shared equallyconsistent with applicable law. The arbitrator may not modify or amend this agreement. In cases of discharge or of suspension the arbitrator shall not have the right authority to amendmodify said discipline. In the event of a monetary award, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only limit any retroactive settlement to the specific issue(s) submitted, date the issue was qualified to become a grievance in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts Step 1 of the grievance presentedprocedure. The question of arbitrability of a grievance may be raised by either party before the arbitration hearing of the grievance, on the grounds that the matter is non-arbitrable or beyond the arbitrator’s jurisdiction. The first question to be placed before the arbitrator will be whether or not the alleged grievance is arbitrable. If the arbitrator determines that the grievance is covered by law or statute, or not covered by within the express provisions purview of this AGREEMENTarbitrability, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each alleged grievance will be considered as a separate issue and each heard on its own meritsmerits before the same arbitrator. Findings of the arbitrator will be binding on the grievant(s) and both parties. The findings will be submitted to both parties in writing. All costs directly related to this Step 3 shall be equally divided by the parties. Prior to the arbitration hearing, either party may request from the other party information related to the grievance. Such request shall be in writing and contain sufficient description so as to permit the other party to understand what information has been requested. The party to whom such request is made shall comply with the request within a reasonable amount of time. A party’s request for information shall not be used to harass the other party or to cause delay or prejudice to the arbitration process.

Arbitration. If Either the grievance is not settled in accordance Company or Executive may require that any dispute under this Agreement be submitted to arbitration pursuant to this Section 11. To the extent the provisions of this Section 11 vary from or are inconsistent with the foregoing procedureCommercial Arbitration Rules of the American Arbitration Association or any other arbitration tribunal, the UNION may refer provisions of this Section 11 shall govern. All arbitrations shall occur at a location in Austin, Texas chosen by the grievance arbitrators and shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association (or any successor organization, of if no such successor organization exists, then from an organization composed of persons of similar professional qualifications). The party desiring arbitration shall give notice that effect to the other party and simultaneously therewith also shall give notice to the director of the Dallas, Texas regional office of the American Arbitration Association (or any successor organization, or if no such successor organization exists, then to an organization composed of persons of similar professional qualifications), requesting such organization to select, as soon as possible but in any event within fourteen the next thirty (1430) calendar days, three (3) arbitrators with, if reasonably possible, recognized expertise in the subject matter of the arbitration. At the request of either party, the arbitrators shall authorize the service of subpoenas for the production of documents or attendance of witnesses. Within thirty (30) days after their appointment, the employee arbitrators so chosen shall hold a hearing at which each party may submit evidence, be heard and UNION's receipt cross-examine witnesses, with each party having at least ten (10) days advance notice of the EMPLOYER's written answer in Step 2hearing. The parties hearing shall mutually agree upon an arbitratorbe conducted such that each of the Company and Executive shall have reasonably adequate time to present oral evidence or argument, but either party may present whatever written evidence it deems appropriate prior to the hearing (with copies of any such written evidence being sent to the other party). If In the parties are unable event of the failure, refusal or inability of any arbitrator to agree on an arbitratoract, the selection of an a new arbitrator shall be appointed in his stead, which appointment shall be made in accordance with the "Rules Governing the Arbitration of Grievances" same manner as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceshereinbefore provided. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability decision of the EMPLOYER and the union representatives. The arbitrator arbitrators so chosen shall notify the union representative and the EMPLOYER be given within a period of his/her decision within thirty (30) calendar days following after the close conclusion of the hearing or submission such hearing, and shall be accompanied by conclusions of briefs by the parties, whichever is later, unless law and findings of fact. The decision in which any two arbitrators so appointed and acting hereunder concur shall in all cases be binding and conclusive upon the parties agree to an extension thereofand shall be the basis for a judgment entered in any court of competent jurisdiction. The fees and expenses for the arbitrator's services and proceedings of arbitration under this Section 11 shall be borne equally apportioned to the Company and Executive in such a manner as decided by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equallyarbitrators. The arbitrator shall not have the right Company and Executive may at any time by mutual written agreement discontinue arbitration proceedings and themselves agree upon any such matter submitted to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsarbitration.

Arbitration. If expressly permitted under this Lease, Landlord or Tenant (the “Electing Party”) may elect to resolve a dispute by arbitration pursuant to the provisions of this Section. Such Electing Party shall deliver to the other party a written notice specifying the nature of the dispute, the reasons therefor and such Electing Party’s determination of the item in dispute. If the grievance is other party shall not settled in accordance agree with the foregoing procedureElecting Party’s determination of the item in dispute, then either party shall have the UNION may refer the grievance right to submit such dispute to arbitration within fourteen (14) calendar days after pursuant to this Section 9.19 by notice to the employee and UNION's receipt of the EMPLOYER's written answer in Step 2other party. The parties hereby agree that all such disputes submitted to arbitration shall be resolved by one arbitrator mutually agree upon an arbitrator. If agreed to by the parties, and if the parties are unable to cannot agree on an arbitrator, either party may apply to the selection American Arbitration Association for the appointment of an a single arbitrator (the “Arbitrator”). The Arbitrator shall, as promptly as possible, determine the matter which is the subject of the arbitration and the decision of the Arbitrator shall be made conclusive and binding on all parties and judgment upon the award may be entered in any court having jurisdiction. The arbitration shall be conducted in the City and County of New York and, to the extent applicable and consistent with this Section 9.19, shall be in accordance with the "Commercial Arbitration Rules Governing then obtaining of the American Arbitration Association or any successor body of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicessimilar function. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability expenses of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings arbitration shall be borne shared equally by the EMPLOYER and the UNION, provided that parties but each party shall be responsible for compensating the fees and disbursements of its own representatives attorneys and witnessesthe expenses of its own proof. Employees who serve as such representatives or witnesses The Arbitrator shall not be compensated a licensed professional appropriate to the dispute, having at a rate least ten (10) years’ continuous experience in excess the real estate industry including the management of their base pay ratemulti-tenant, commercial office buildings in Manhattan similar in type to the Project. If At the option of either party desires a verbatim record party, any arbitration under this Lease shall be governed by the Expedited Procedures provisions of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record Commercial Arbitration Rules of the proceedings, American Arbitration Association (the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s“AAA Rules”) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application (presently Sections 53 through 57 of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statuteAAA Rules and, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties mayextent applicable, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsSection 19 thereof).

Arbitration. If Except for any dispute or matter arising after a Change in Control, as defined in paragraph 18, any dispute arising under this Agreement, to the grievance is not settled in accordance with the foregoing proceduremaximum extent allowed by applicable law, shall be subject to arbitration and prior to commencing any court action, the UNION may refer parties agree that they shall arbitrate all controversies. The arbitration shall be pursuant to the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt terms of the EMPLOYER's written answer in Step 2Federal Arbitration Act. The parties shall mutually agree upon notify each other of the existence of an arbitratorarbitrable controversy by certified mail and shall attempt in good faith to resolve their differences within fifteen (15) days after the receipt of such notice. Notice to Employee shall be sent to Employee's address as it appears in Corporation's records and notice to Corporation shall be sent to: Arbitration Officer, AFLAC Incorporated, XXXXX Xxxxxx, Xxxxxxxx, Xxxxxxx, 00000. If the parties are unable to agree on an dispute cannot be resolved within said fifteen (15) day period, either party may file a written demand for arbitration with the other party. The party filing such demand shall simultaneously specify his or its arbitrator, giving the selection name, address and telephone number of an said arbitrator. The party receiving such notice shall notify the party demanding the arbitration of his or its arbitrator shall be made in accordance with giving the "Rules Governing name, address, and telephone number of said arbitrator within five (5) days of the Arbitration receipt of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicessuch demand. The arbitrator named by the respective parties need not be neutral. The Senior Judge of the Superior court of Muscogee County, Georgia, on request by either party, shall hear appoint a neutral person to serve as the grievance at third arbitrator and shall also appoint an arbitrator for any party failing or refusing to name his arbitrator within the time herein specified. The arbitrators thus constituted shall promptly meet, select a scheduled meeting subject chairperson, fix the time and place of the hearing, and notify the parties. The majority of the panel shall render an award within ten (10) days of the complaint of the hearing, and shall promptly transmit an executed copy of the award to the availability of the EMPLOYER respective parties. Such an award shall be binding and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless conclusive upon the parties agree to an extension thereofhereto, in the absence of fraud or corruption. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from have the provisions of this AGREEMENT. The arbitrator shall consider and decide only award made the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application judgment of the express terms court of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscompetent jurisdiction.

Arbitration. If Any claim, controversy or dispute arising between the grievance is not settled in accordance parties under this Agreement ("Dispute"), to the maximum extent allowed by law, shall be submitted to and finally resolved by, binding arbitration. Any party may file a written demand for arbitration with the foregoing procedureAmerican Arbitration Association, and shall send a copy of the demand for arbitration to the other party. The arbitration shall be conducted pursuant to the then current terms of the Federal Arbitration Act and the Rules of the American Arbitration Association. To the extent such rules are not inconsistent with the terms and conditions of this paragraph 9, the UNION may refer venue for the grievance to arbitration shall be Minneapolis, Minnesota. The arbitration shall be conducted before one arbitrator selected as follows: within fourteen (14) calendar ten business days after the employee and UNION's receipt filing of the EMPLOYER's written answer demand for arbitration, each party shall designate a representative and, within ten business days after the end of such ten day period, such representatives shall select an arbitrator who will serve as the sole arbitrator of the Dispute. If the representatives of the parties are in Step 2. The parties shall mutually good faith unable to agree upon an arbitrator. If arbitrator during the parties are unable to agree on an arbitratorlatter ten day period, the selection of an arbitrator shall be made in accordance with selected through the "Rules Governing the American Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesAssociation's arbitrator selection procedures. The arbitrator shall hear promptly fix the grievance at a scheduled meeting subject to the availability time, date and place of the EMPLOYER hearing and notify the parties accordingly. The arbitration shall be held and the union representativesdecision of the arbitrator shall be provided as quickly as is reasonably possible and the arbitrator's decision may include an award of legal fees, costs of arbitration and interest. The arbitrator shall notify the union representative and the EMPLOYER promptly transmit an executed copy of his/her its decision within thirty (30) calendar days following the close of the hearing or submission of briefs by to the parties, whichever is later, unless stating the parties agree to an extension thereofreasons for the decision. The fees and expenses for decision of the arbitrator's services and proceedings arbitrator shall be borne equally by final, binding and conclusive upon the EMPLOYER and the UNION, provided that each party parties. Each Party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from have the provisions decision enforced by any court of competent jurisdiction. Notwithstanding any other provision of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submittedparagraph 9, any dispute in writing, by the EMPLOYER and the UNION, and shall have no authority to make which a decision on any other issue(s) not so submitted. The arbitrator shall party seeks equitable relief may be without power to make decisions contrary to or inconsistent with or modifying or varying brought in any way the application of lawscourt having competent jurisdiction. THIS AGREEMENT IS INTENDED TO BE A LEGALLY BINDING DOCUMENT FULLY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS. IF IN DOUBT, rules or regulations having the force and effect of lawSEEK COMPETENT LEGAL ADVICE BEFORE SIGNING. The decision shall be based solely upon the arbitrator's interpretation or application ------------------------------------------- ------------------------- (Employee) Date COGENERATION CORPORATION OF AMERICA By ---------------------------------------- ------------------------- Its Chairman of the express terms Board Date Employee acknowledges that she has received a copy of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsAgreement.

Arbitration. If Both parties to this Agreement agree that any dispute or grievance concerning the interpretation or alleged violation of this Agreement, which has been properly carried through all the steps of the grievance is procedure outlined in Articles above and which has not settled in accordance with been settled, may be referred to Arbitration, at the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt written request of either of the EMPLOYER's written answer in Step 2parties hereto. The parties shall also agree that where mutually agree upon an arbitratoragreed, any griev- ance that has been properly carried through all the steps of the grievance procedure as set out above, and has yet to be resolved, may be referred to private mediation prior to arbitration. If The parties will share the parties are unable cost of any mediator agreed upon. The Arbitration Pool will be composed of three (3) per- sons appointed by the Company and three (3) persons appointed by the Union. The sole Arbitrator for each dispute will be cho- sen at random from the Pool after the matter has been referred to agree on an arbitrator, arbitration. The decision of the selection of an arbitrator Arbitrator shall be made in accordance with binding on both the "Rules Governing Company and the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesUnion. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator Arbitrator shall not have the right any power to amend, modify, nullify, ignore, add to, alter or subtract from change any of the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submittedAgreement or to substitute any new provisions for any existing provisions, in writing, by the EMPLOYER and the UNION, and shall have no authority nor to make a give any decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms provisions of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statuteAgreement, or nor to deal with any matter not covered by this Agreement, or any matter which does not involve the express provisions interpretation, applica- tion, administration, or alleged violation of this AGREEMENT, the arbitrator shall refer the grievance back to Agreement. Each of the parties without decision to this Agreement will bear the ex- penses of the preparing and presenting its own case, including wages or recommendationsalaries of its witnesses, and the parties will jointly bear the expenses, if any, of the Arbitrator. The parties may, time limits stated in this Article and in the Grievance Articles may be extended by written agreement, agree mutual agreement of the Company and Union in writing. No person may be appointed an arbitrator who has been party to submit more than one grievance an attempt to negotiate or settle the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.grievance. The following is an agreed list of Arbitrators for the Ar- bitration Pool: Xxxxx Xxxxxx Xxxxx 2) 3)

Arbitration. If All disputes that may arise under or in relation to this Agreement shall be settled by good faith negotiations between the grievance is parties. Any such dispute which cannot be settled by such good faith negotiations within sixty (60) days after written notice by one party to the other party shall thereafter be finally settled by binding /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. arbitration in accordance with the foregoing procedurerules of arbitration of the International Chamber of Commerce. As to matters of interpretation of contract law, then the laws of the State of New Hampshire shall apply. As to matters of Presstek Proprietary Rights (other than trade secret matters), then US patent, trademark, and copyright law shall govern such matters, and the laws of the State of New Hampshire shall apply to Presstek trade secret matters. As to matters of Ryobi Proprietary Rights, then Japan patent, trademark, and copyright law shall govern such matters, and the laws of Japan shall apply to Ryobi trade secret matters. The ruling by the arbitration court shall be final and binding and the parties undertake to abide by and to carry out the award immediately and voluntarily. In the event that such award is not immediately abided by and carried out, the UNION award of whatever nature may refer be enforced without review in any court of competent jurisdiction. The arbitration award shall determine which party shall bear the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt expenses of the EMPLOYER's written answer arbitration or the portion thereof which each party shall bear. In case Presstek is a respondent, arbitration shall be conducted in Step 2New York in English. In case Ryobi is a respondent, arbitration shall be conducted in Tokyo in Japanese. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of (i) appoint an arbitrator shall be made who is knowledgeable in accordance and familiar with the "Rules Governing printing and imaging industry, and instruct the Arbitration arbitrator to follow substantive rules of Grievances" as established law; (ii) require the testimony to be transcribed; and (iii) require the award to be accompanied by findings of fact and a statement of reasons for the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesdecision. The arbitrator shall hear have the grievance at a scheduled meeting subject authority to permit discovery, to the availability extent deemed appropriate by the arbitrator, upon request of the EMPLOYER and the union representativesa party. The arbitrator shall notify have no power or authority to add to or detract from the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close written agreement of the hearing or submission of briefs by the parties. All costs and expenses, whichever is later, unless the parties agree to an extension thereof. The fees including attorneys' and expenses for the arbitrator's services and proceedings fees, of all parties incurred in any dispute which is determined and/or settled by arbitration pursuant to this section shall be borne equally by the EMPLOYER and the UNION, provided that each party parties. Any award shall be responsible for compensating its own representatives final, binding and witnessesconclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof. Employees who serve as such representatives or witnesses This Article shall not be compensated at limit the right of any party to xxx for injunctive relief, for a rate in excess of their base pay rate. If either party desires a verbatim record breach of the proceedingsconfidential obligations under this Agreement, it may cause such for a record breach relating to be madeintellectual property matters (including trademarks or patents), provided it pays for the record. If both parties desire or a verbatim record violation of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsdistribution rights granted herein.

Arbitration. Where a difference arises between the parties relating to the interpretation,application or administration of this Agreement, including any question as to whether a matter is arbitrable, or where an allegation is made that this Agreement has been violated, either party may, after exhausting any grievance procedure established by this Agreement, notify the other in writing of its desire to submit the difference or allegation to arbitration. The notice shall contain the name of the party's appointee to an Arbitration Board and shall be delivered to the other party within ten 0) working days of the reply under Step The recipient party shall within ten 0) working days, advise the other of the name of its appointee to the Arbitration Board. The two (2) appointees so selected shall, within 5) working days of the appointment of the second of them or at a time mutually agreed upon, a third person who shall be the Chair. If the recipient party fails to appoint an Arbitrator, of if the two appointees fail to agree upon a Chair, within the time limit, the appointment shall be made by the Office of the Adjudication, Ministry of Labour upon the request of either party. The Arbitration Board shall hear and determine the difference or allegation and shall issue a decision and the decision shall be final and binding upon the parties and upon any employee affected by it. The decision of a majority shall be the decision of the Arbitration Board, but if there is no majority the decision of the Chair shall govern. No person may be appointed as an Arbitrator who has been involved in an attempt to negotiate or settle the grievance. Each of the parties hereto will bear the expenses of an Arbitrator appointed by it and the parties will jointly share the expenses of the Chair of the Arbitration Board, if any. The Board of Arbitration shall not be authorized to make any decision inconsistent with the provisions of the Agreement, nor to alter, modify or amend any part of this Agreement. Either party may request the services of a sole Arbitrator and if the parties agree, the case shall be heard by the sole Arbitrator, however, all other conditions as set forth in this Article prevail. ARTICLE Xi Seniority is the principle of granting preference to employees in accordance with length of continuous service with the employer. For the purpose of this agreement, seniority shall be on a unit wide basis and shall mean the length of continuous service with the Board or predecessor Board, which has been amalgamated or merged with the Board. Employees shall serve a probationary period of six (6) months of active employment before acquiring seniority rights which shall then date back to their last respective date of starting to work with the employer. Probationary employees may be discharged without entitling the employee to recourse to the grievance procedure, with the exception of a grievance under Article Service, as a casual employee shalt not be included in computing the six (6) month probationary period. Seniority lists will be supplied to the Union and posted on the bulletin board on January and July each year of the Agreement. The name of the school shall be shown beside the employee's name. Seniority once established for an employee, shall be forfeited under the following conditions: if the employee voluntarily quits; if the employee is discharged and not settled reinstated through the Grievance Procedure. I if the employee fails to report for duty after a layoff or leave of absence in accordance with the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENTAgreement; if twenty four (24) months have elapsed from the day of the layoff: or if the employee is absent from work for more than three 13) working days without notifying the employer. The arbitrator This provision shall consider and decide only not apply when such absence is beyond the specific issue(s) submittedemployee's control. absence due to illness or accident where such absence exceeds the greater of: the employee's unused sick leave credits plus one (1 year: or twenty four (24)months; An employee receiving Long Term Disability benefits who is about to forfeit rights under or shall have the opportunity prior to loss of seniority to be examined by the employee’s doctor in conjunction with the Board’s doctor in order to ascertain the ability of the employee to return to work. If, in writingthe opinion of the doctors, the employee will be totally disabled for a further extended period of six (6) months, then the employee could be terminated. If, in the opinion of the doctors, the employee should be able to return to work within a six (6) month period, the shall not lose seniority rights. In the event an employee is suspended as a disciplinary measure, the employee shall retain all seniority rights when the penalty terminates. Employees transferred to a position outside of the bargaining unit shall, upon being transferred back into the bargaining unit by the EMPLOYER and Board, retain seniority previously accumulated in-the UNIONbargaining unit. For vacation purposes only, and accumulated service with the Board shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritscount.

Arbitration. If the grievance Company or the Company Shareholders believe that a matter has occurred that entitles them to indemnification under Section 6.2, “Indemnification by the GLER Principal Shareholders,” the Company or the Company Shareholders, as the case may be (the “Indemnified Party”), shall give written notice to the party or parties against whom indemnification is not settled sought (each of whom is referred to herein as an “Indemnifying Party”) describing such matter in accordance with reasonable detail. The Indemnified Party shall be entitled to give such notice prior to the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt establishment of the EMPLOYER's amount of its losses, liabilities, costs or damages, and to supplement its claim from time to time thereafter by further notices as they are established. Each Indemnifying Party shall send a written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties are unable response to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision such claim for indemnification within thirty (30) calendar days following the close after receipt of the hearing claim stating its acceptance or submission of briefs objection to the indemnification claim, and explaining its position in respect thereto in reasonable detail. If such Indemnifying Party does not timely so respond, it will be deemed to have accepted the Indemnified Party’s indemnification claim as specified in the notice given by the partiesIndemnified Party. If the Indemnifying Party gives a timely objection notice, whichever is later, unless then the parties will negotiate in good faith to attempt to resolve the dispute, and upon the expiration of an additional thirty (30) day period from the date of the objection notice or such longer period as to which the Indemnified and Indemnifying Parties may agree, any such dispute shall be submitted to arbitration in Reno, Nevada, to a member of the American Arbitration Association mutually appointed by the Indemnified Party and Indemnifying Party (or, in the event the Indemnified Party and Indemnifying Party cannot agree on a single such member, to an extension thereofa panel of three members of such Association selected in accordance with the rules of such Association), who shall promptly arbitrate such dispute in accordance with the rules of such Association and report to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties. Judgment upon the award by the arbitrator(s) may be entered in any court having jurisdiction. The prevailing party in any such arbitration shall be entitled to recover from, and have paid by, the other party hereto all fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNIONdisbursements of such arbitrator or arbitrators. For this purpose, provided that each a party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record deemed to be madethe prevailing party only if such party would be deemed to be a prevailing party under Section 6.8, provided it pays for the record. If both parties desire a verbatim record "Definition of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsPrevailing Parties."

Arbitration. If the Joint Committee is deadlocked as defined above, either party may appeal the grievance to arbitration by written notification to the other party within not more than sixty (60) calendar days from the date of submission of the issue(s) to the Joint Committee. The written notification must give the reasons for the appeal, and demand that the issue(s) be submitted to arbitration. If no timely appeal is filed, the issue(s) will be considered resolved on the basis of the Employer’s last written answer to the grievance, and shall not be subject to further appeal. If the grievance is not settled in accordance with the foregoing procedureappealed to arbitration, the UNION may refer the grievance to arbitration parties shall select an arbitrator within fourteen ten (1410) calendar days after the employee and UNION's receipt filing of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitrator. If the parties demand for arbitration, and if they are unable to agree on select an arbitrator, one shall be appointed upon written request by either party through the auspices and under the procedures of the American Arbitration Association. The written request to the American Arbitration Association must be made not later than eight (8) calendar days after the date of the original demand for arbitration. If either party fails to timely submit an issue to arbitration or fails to cooperate in the selection of an arbitrator, the selection of an arbitrator grievance shall be made in accordance with deemed resolved against the "Rules Governing charging party. When the arbitrator has been selected, the arbitration shall proceed under the rules of the American Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesAssociation. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability actual cost of the EMPLOYER arbitrator and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and his expenses for the arbitrator's services and proceedings shall be borne equally one-half (1/2) by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submittedparty. The arbitrator shall be without power guided by this Agreement in reaching his/her decision, and shall not be empowered to make decisions contrary to add to, subtract from, or inconsistent with or modifying or varying modify this Agreement in any way the application of laws, rules or regulations having the force and effect of lawmanner in reaching his/her decision. The decision arbitrator shall be based solely upon have the arbitrator's interpretation jurisdiction and ability only to interpret, apply or application of determine compliance with the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENTAgreement. In the case of a discharge or a disciplinary layoff, the arbitrator shall refer have the power to return the grievant to his employee status with or without restoration of back pay, or mitigate the penalty as may be equitable. The decision of the arbitrator shall be final and binding upon both parties and upon all affected employees. If the issue involves a Union or Employer grievance, or a discharge, either party may avail itself of the grievance back procedure and the arbitration provision, and in such event shall initiate its action commencing with Step Three of the grievance procedure. The grievance procedure and the arbitration provision of this Agreement are the sole methods available to the parties without decision for the settling of any complaints, disputes, differences or recommendation. The parties maycontroversies arising between them or between any employee and Employer, it is agreed that employees covered by written agreementthis Agreement shall be bound by any decision, agree to submit more than one grievance determinations, agreements or settlements which may be effectuated pursuant to the arbitrator provided that each invocation of the grievance will be considered as a separate issue and each on its own meritsprocedure or arbitration.

Arbitration. If the grievance The Borrower and each Lxxxxx agrees that any dispute, difference, claim, question or controversy arising out of or in connection with these Terms and Conditions, which is not amicably settled between the Borrower and the Lender within a period of one month from the date of the start of negotiations between the Borrower and the Lender, shall be finally resolved pursuant to arbitration pursuant to the terms set forth in this Section 8.04. New York, New York will be the place of arbitration. Arbitration shall be governed by Judicial Arbitration & Mediation Services (“JAMS”) and its JAMS Comprehensive Rules and Procedures (“JAMS Rules”) in effect at the time the arbitration is commenced. A panel of three neutral arbitrators will be selected in accordance with the foregoing procedureJAMS Rules to conduct the arbitration. The arbitration shall be conducted in English. The arbitral award shall be final and enforced in any court of competent jurisdiction by either party. To the extent permissible by applicable law, the UNION may refer Borrower and the grievance Lender hereby waive any right to arbitration within fourteen (14) calendar days after appeal the employee and UNION's receipt decision of the EMPLOYER's written answer in Step 2arbitration. The parties shall mutually arbitral tribunal may award legal costs and expenses as it deems fit. The Borrower and the Lender hereby acknowledge and agree upon an arbitratorthat arbitrators may issue procedural orders and decide on interim measures/injunctions in the course of the arbitration. If The Borrower and the parties are unable to Lender agree on an arbitratorthat any one of them may request in aid of arbitration from any court of competent jurisdiction, injunctive relief or other conservatory measures. The Borrower and each Lxxxxx agrees that the fact of any arbitration hereunder, the selection content of an arbitrator any such proceedings and the outcome thereof shall be made in accordance with the "Rules Governing the Arbitration of Grievances" treated as established by the Public Employment Relations Act confidential and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally held confidential by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritstheir respective Representatives.

Arbitration. If Any dispute, controversy, or claim arising out of or relating to this Agreement, or the grievance is not breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with Bermuda under the foregoing procedureprovisions of the Bermuda Arbitration Ace of 1986, as amended. Either party to the UNION dispute, once a claim or demand on its part has been denied or remains unsatisfied for a period of twenty (20) calendar days by the other party, may refer notify the grievance other party of its desire to arbitrate the matter in dispute and at the time of such notification the party desiring arbitration shall notify the other party of the name of the Arbitrator nominated by it. The other party who has been so notified shall within fourteen (14) calendar days thereafter nominate another Arbitrator and notify the party desiring arbitration of the name of such second Arbitrator. The two Arbitrators nominated by the parties shall within fourteen (14) calendar days after the employee and UNION's receipt appointment of the EMPLOYER's written answer in Step 2second Arbitrator choose a third Arbitrator. The parties Arbitrators shall mutually agree upon an arbitrator. If fix, on giving a reasonable notice in writing to the parties are unable to agree on an arbitratorinvolved, a time and place for the selection hearing in Bermuda and may prescribe procedural rules governing the course and conduct of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established arbitration proceeding, including without limitation discovery by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesparties. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision Arbitrators shall, within thirty ninety (3090) calendar days following the close conclusion of the hearing hearing, render their decision on the matter or submission matters in dispute in writing and shall cause a copy thereof to be served on all parties thereto. In case the Arbitrators fail to reach a unanimous decision, the decision of briefs by the parties, whichever is later, unless majority of the parties agree Arbitrators shall be deemed to an extension thereofbe the decision of the Arbitrators. Each party shall bear the expense of its own Arbitrator. The fees and expenses for remaining joint costs of the arbitrator's services and proceedings arbitration shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as parties to such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawarbitration. The decision of the Arbitrators shall be based solely final and binding upon the arbitrator's interpretation or application parties and the parties hereby agree to exclude any right of appeal under Section 29 of the express Arbitration Act of 1986 against any award rendered by the Arbitrators and further agree to exclude any application under Section 30 (1) of the Arbitration Act of 1986 for a determination of any question of law by the Supreme Court of Bermuda All awards of the Board of Arbitration may be enforced in the same manner as a judgment or order from the Supreme Court of Bermuda and judgment may be entered pursuant to the terms of this AGREEMENT and on the facts award by leave from the Supreme Court of Bermuda. This Section shall survive the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions termination of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsAgreement.

Arbitration. If the grievance is not settled in accordance with the foregoing procedureresolved at Step 3, the UNION Union or the Employer may refer request arbitration by writing to the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's other. Upon receipt of the EMPLOYER's written answer request, the parties will, in Step 2. The parties shall mutually agree upon person or over the telephone, select an arbitratorarbitrator to hear the case. If the parties are unable cannot agree to agree on an arbitrator, they shall use the selection alternate strike method to select one of an arbitrator the following three arbitrators: Xxxxx Xxxxxxxx, Xxxx Xxxxx or Xxxxxxxxx Xxxxxxx. The parties will flip a coin to determine which party strikes the first name. The fees of the arbitration shall be shared equally by the parties. If both parties agree to use a court reporter, the reporter’s fee will be shared equally. If the parties do not agree to use a court reporter, the party requesting the court reporter will pay for that service. All other costs shall be borne by the party incurring them. The arbitrator’s power and authority is limited to the interpretation of the contract and shall not modify, add to nor detract from the agreement. The arbitrator’s decision shall be final and binding on the parties and shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject writing, to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision both parties, within thirty (30) calendar days following of the close of the hearing or submission receipt of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives closing or witnesses shall not be compensated at a rate in excess of their base pay ratepost-hearing briefs. If either party desires shall claim before the arbitrator that a verbatim record particular grievance fails to meet the test of arbitrability as set forth herein, or if the jurisdiction of the proceedings, it may cause such a record arbitrator to be made, provided it pays for hear and decide the record. If both parties desire a verbatim record of the proceedingscase is challenged upon any other ground, the cost shall be shared equally. The arbitrator shall not have proceed to decide such issue before proceeding to hear the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely case upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presentedmerits. If In all cases where the arbitrator determines that such grievance fails to meet the grievance is covered by law or statutetests of arbitrability, or not covered by if s/he sustains the express provisions of this AGREEMENTchallenge to her/his jurisdiction upon such other ground, the arbitrator s/he shall refer the grievance case back to the parties without a decision or recommendationrecommendation on the merits. The parties may, by written agreement, agree to submit more than one grievance to It is understood that the provisions of this paragraph do not in any way authorize the arbitrator provided that each grievance will be considered as to bifurcate the proceedings in a manner which shall require separate issue and each hearings on its own meritsseparate dates, unless either the Union or the Employer requests separate hearings.

Arbitration. If the grievance is not settled in accordance with the foregoing procedureWithin ten (10) working days after notice has been given, the UNION may refer Federation shall request the grievance 54 State Employment Relations Board to arbitration within fourteen provide a panel of nine (149) calendar days after the employee and UNION's receipt Oregon/Washington arbitrators. A flip of the EMPLOYER's written answer in Step 255 coin shall determine which party shall strike first. The parties shall mutually agree upon an each alternately strike two (2) names. The 56 remaining name on the list shall be the arbitrator. If The power of the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made limited to interpreting this 57 Agreement and determining if the specific alleged violation occurred and to resolve the grievance within the 58 terms of this Agreement. 1 The decision of the arbitrator shall be binding on both parties; however, s/he shall have no power to alter, 2 modify, amend, add to or detract from the terms of this Agreement. The arbitrator’s decision shall be within the 3 scope and terms of the agreement and in accordance with writing. Any decision of the "Rules Governing arbitrator may provide retroactivity not 4 exceeding sixty (60) days prior to the Arbitration date the grievance was first filed, and it shall state the effective date of Grievances" as established the 5 award. 7 The arbitrator’s fee and expenses shall be paid by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceslosing party. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for 8 compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate If, in excess of their base pay rate. If either party desires a verbatim record the opinion of the proceedingsarbitrator, it may cause neither party can be 9 considered the losing party, then such a record expenses shall be apportioned as, in the arbitrator’s judgment is 10 equitable. All other expenses shall be borne exclusively by the party requiring the service or item for which 11 payment is to be made. 13 If the arbitrator is faced with a question of arbitrability at the arbitration hearing, provided it pays for then the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power 14 obligated to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force first hear arguments and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT evidence and on the facts of the grievance presenteddecide that question. If the arbitrator determines that affirmatively decides 15 the grievance is covered question of arbitrability in favor of arbitration, then the arbitrator may hear arguments and evidence on the 16 merits of the grievance. If requested by law either the Federation or statutethe County, or not covered the hearings for a question of 17 arbitrability shall be held separately from any hearing on the merits of the grievance. The decision(s) of the 18 arbitrator shall be binding on both parties to this Agreement. 19 20 Upon mutual agreement, in writing by the express provisions Federation and the County at the conclusion of this AGREEMENTthe evidentiary portion 21 of the arbitration, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, may agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.oral closing arguments in lieu of written closing briefs. 22

Arbitration. If Any disputes between the grievance is not settled Parties and/or their respective representatives involving or arising under claim, counterclaim, demand, cause of action, dispute, and/or controversy relating to the terms of this Agreement, or the breach thereof (collectively ‘Claims’), shall be submitted to binding arbitration, whether such Claims sound in contract, tort or otherwise. The arbitration shall be conducted in accordance with the foregoing procedureFederal Arbitration Act and the then prevailing Commercial Arbitration Rules of the American Arbitration Association. The validity, construction, and interpretation of this Agreement to arbitrate and all procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitrator(s). Submission shall be made upon the request of either Party. Within twenty (20) Business Days of the receipt by the respondent of service of the Notice of arbitration, the UNION may refer the grievance to arbitration within fourteen Parties shall select one (141) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitratorarbitrator by mutual consent. If the parties Parties are unable to agree on an upon a single arbitrator, the selection of an arbitrator there shall be made three (3) arbitrators. Specifically, in accordance with the "Rules Governing event the Arbitration of Grievances" as established Parties cannot agree upon a single arbitrator, both the claimant and the respondent shall appoint one (1) arbitrator within ten (10) Business Days after written Notice by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceseither Party that three (3) arbitrators shall be necessary. The two (2) arbitrators so appointed shall then select the third arbitrator within twenty (20) calendar days, who shall be the chairperson, of the tribunal. The chairperson shall be a person who has over eight (8) years of experience in energy-related transactions, and none of the arbitrators shall have been previously employed by either Party or have any direct interest in either Party or the subject matter of the arbitration, unless such conflict is expressly acknowledged and waived in writing by both Parties. The chairperson shall be bound to schedule and hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of dispute within six (6) Months after his/her appointment and shall render the panel’s decision within thirty (30) calendar days following after the close hearing concludes. It is agreed that the arbitration proceeding shall be conducted in a neutral location mutually agreed to by the Parties. It is further agreed that the arbitrator(s) shall have no authority to award consequential, treble, exemplary, or punitive damages of any type or kind regardless of whether such damages may be available under any law or right, with the Parties hereby affirmatively waiving their rights, if any, to recover or claim such damages. The compensation and any costs and expenses of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings arbitrators shall be borne equally by the EMPLOYER Parties. Any arbitration proceedings, decision or award rendered hereunder and the UNIONvalidity, provided that each party effect and interpretation of this arbitration provision shall be responsible for compensating its own representatives and witnessesgoverned by the Federal Arbitration Act. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost The award shall be shared equallyfinal and binding on the Parties and judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions Parties agree that all information exchanged as a result of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator proceeding as described herein shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsdeemed Confidential Information.

Arbitration. If Any claim, controversy, or dispute arising between the grievance parties with respect to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to and resolved by binding arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration Act and (except as otherwise specified herein) the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the arbitration is not settled commenced. The venue for the arbitration shall be the Atlanta, Georgia offices of the American Arbitration Association. Either party may notify the other party at any time of the existence of an arbitrable controversy by delivery in accordance with the foregoing procedureperson or by certified mail of a Notice of Arbitrable Controversy. Upon receipt of such a Notice, the UNION may refer the grievance parties shall attempt in good faith to arbitration resolve their differences within fourteen fifteen (1415) calendar days after the employee and UNION's receipt of such Notice. Notice to the EMPLOYER's Company and the Executive shall be sent to the addresses specified in Section 7 above. If the dispute cannot be resolved within the fifteen (15) day period, either party may file a written answer in Step 2Demand for Arbitration with the American Arbitration Association’s Atlanta, Georgia Regional Office, and shall send a copy of the Demand for Arbitration to the other party. The parties arbitration shall mutually agree be conducted before a panel of three (3) arbitrators. The arbitrators shall be selected as follows: (a) The party filing the Demand for Arbitration shall simultaneously specify his or its arbitrator, giving the name, address and telephone number of said arbitrator; (b) The party receiving such notice shall notify the party demanding the arbitration of his or its arbitrator, giving the name, address and telephone number of the arbitrator within five (5) days of the receipt of such Demand for Arbitration; (c) A neutral person shall be selected through the American Arbitration Association’s arbitrator selection procedures to serve as the third arbitrator. The arbitrator designated by any party need not be neutral. In the event that any person fails or refuses timely to name his arbitrator within the time specified in this Section 8, the American Arbitration Association shall (immediately upon notice from the other party) appoint an arbitrator. If The arbitrators thus constituted shall promptly meet, select a chairperson, fix the time, date(s), and place of the hearing, and notify the parties. To the extent practical, the arbitrators shall schedule the hearing to commence within sixty (60) days after the arbitrators have been impaneled. A majority of the panel shall render an award within ten (10) days of the completion of the hearing, which award may include an award of interest, legal fees and costs of arbitration. The panel of arbitrators shall promptly transmit an executed copy of the award to the respective parties. The award of the arbitrators shall be final, binding and conclusive upon the parties are unable to agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Serviceshereto. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each Each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from have the provisions award enforced by any court of this AGREEMENTcompetent jurisdiction. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.Executive initials: ___________________________ Company initials: ___________________________

Arbitration. If Except to the grievance is extent provided in Section 27(a) above, any controversy of any nature whatsoever, including but not settled limited to tort claims or contract disputes, between the parties to this Agreement (including their directors, officers, employees, agents, successors, assigns, heirs, executors and beneficiaries) relating to the formation, execution, interpretation, breach or enforcement of this Agreement, shall be submitted to arbitration before the JAMS-Endispute ("JAMS"), in accordance with their rules then in effect and the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt substantive law of the EMPLOYER's written answer in Step 2State of Colorado and the United States. The parties agree that any party requesting arbitration of any dispute under this section must give formal written notice of the party's demand for arbitration within one hundred twenty (120) days after such dispute first arises and failure to timely communicate the arbitration notice shall mutually agree upon an arbitratorconstitute a waiver of such dispute. If Each of the parties are to this Agreement shall appoint one person as an arbitrator to hear and determine such disputes, and if they should be unable to agree on an arbitratoragree, then the two arbitrators shall choose a third arbitrator from a panel made up of experienced arbitrators selected pursuant to the procedures of the JAMS and, once chosen, the selection of an arbitrator third arbitrator's decision shall be made final, binding and conclusive upon the parties to this Agreement. The arbitrators shall be bound in accordance with the "Rules Governing the Arbitration of Grievances" as established their deliberations and their decision by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions terms of this AGREEMENT. The arbitrator shall consider Agreement and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of applicable law. The decision shall arbitrators may not award punitive or exemplary damages, but will have the power to award prejudgment interest and attorneys' fees to the prevailing party. The award of the arbitration panel may be based solely confirmed by any state or federal court of competent jurisdiction, and may be challenged only upon the arbitrator's interpretation or application grounds provided in Section 10 of the express terms Federal Arbitration Act, Title 9, United States Code. This agreement to arbitrate shall survive the execution of this Agreement. BY THEIR EXECUTION OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT and on the facts CONSENTS, ON BEHALF OF HIMSELF OR ITSELF AND THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS, TO SUCH BINDING ARBITRATION IN ACCORDANCE WITH THE TERMS OF THIS SECTION. THE RIGHT TO ARBITRATE IS INTEGRAL TO AND NOT SEVERABLE FROM THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS ARBITRATION AGREEMENT AND KNOWINGLY CONSENT TO ITS CONSEQUENCES, INCLUDING THE WAIVER OF THE RIGHT TO LITIGATE CERTAIN DISPUTES. The expenses of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered such arbitration will be borne by the express provisions losing party or in such proportion as the arbitrators will decide. A material or anticipatory breach of any section of this AGREEMENT, Agreement will not release either party from the arbitrator shall refer the grievance back to the parties without decision or recommendationobligations of this Section 27(b). The parties mayhereto have executed the Agreement as of the date first mentioned above. COMPANY: ISONICS CORPORATION By: ----------------------------------- Xxxxx X. Xxxxxxxxx, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.President

Arbitration. If (a) Whenever in this Agreement it is provided that a dispute is to be resolved by an Arbitration, such dispute shall be finally resolved pursuant to an arbitration before a panel of three (3) arbitrators who will conduct the grievance is not settled arbitration proceeding in accordance with the foregoing procedureprovisions of this Agreement and the rules of the American Arbitration Association. Unless otherwise mutually agreed by Tenant and Landlord, the UNION may refer arbitration proceedings will be conducted in New York, New York. All arbitrators appointed by or on behalf of either party shall be independent persons with recognized expertise in the grievance operation of hotels of similar size and class as the Hotel with not less than five (5) years' experience in the hotel industry. The party desiring arbitration will give Notice to that effect to the other party, specifying in such Notice the name, address and professional qualifications of the person designated as arbitrator on its behalf. Within fifteen (15) days after service of such Notice, the other party will give Notice to the party desiring such arbitration specifying the name, address and professional qualifications of the person designated to act as arbitrator on its behalf. The two arbitrators will, within fourteen fifteen (1415) calendar days thereafter, select a third, neutral arbitrator. As soon as possible after the selection of the third arbitrator, and no later than fifteen (15) days thereafter, the parties will submit their positions on each disputed item in writing to the three arbitrators. The decision of the arbitrators so chosen shall be given within a period of twenty (20) days after the employee appointment of such third arbitrator. The - 73 - arbitrators must, by majority vote, agree upon and UNION's receipt approve the substantive position of either Tenant or Landlord with respect to each disputed item, and are not authorized to agree upon or impose any other substantive position which has not been presented to the arbitrators by Tenant or Landlord. It is the intention of the EMPLOYER's written answer parties that the arbitrators rule only on the substantive positions submitted to them by the parties and the arbitrators are not authorized to render rulings which are a compromise as to any such substantive position. A decision in Step which any two (2) arbitrators so appointed and acting hereunder concur in writing with respect to each disputed item shall in all cases be binding and conclusive upon Tenant or Landlord and a copy of said decision shall be forwarded to the parties. The parties shall mutually agree upon an arbitrator. If will request that the arbitrators assess the costs and expenses of the Arbitration and their fees against the parties are unable based on a finding as to agree on an arbitrator, which parties substantive positions were not upheld. Otherwise the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for of the arbitrator's services arbitration will be treated as an Operating Cost and proceedings shall be borne equally paid by Tenant unless otherwise determined by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsarbitrators.

Arbitration. If Where a difference arises between the parties relating to the interpretation, application or administration of this Agreement, including any question as to whether a matter is arbitrable, or where an allegation is made that this Agreement has been violated, either party may, after exhausting any grievance is not settled procedure established by this Agreement, notify the other in accordance with writing of its desire to submit the foregoing procedure, difference or allegation to arbitration. The notice shall contain the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt name of the EMPLOYERparty's written answer in appointee to an Arbitration Board and shall be delivered to the other party within ten working days of the reply under Step 2The recipient party shall within ten working days, advise the other of the name of its appointee to the Arbitration Board. The parties two (2) appointees so selected shall, within fifteen (15) working days of the appointment of the second of them or at a time mutually agreed upon, appoint a third person who shall mutually agree upon an arbitratorbe the Chair. If the parties are unable recipient party fails to appoint an Arbitrator, or if the two appointees fail to agree on an arbitratorupon a Chair, within the time limit, the selection of an arbitrator appointment shall be made in accordance with by the "Rules Governing Office of the Adjudication, Ministry of Labour upon the request of either party. The Arbitration Board shall hear and determine the difference or allegation and shall issue a decision and the decision shall be final and binding upon the parties and upon any employee affected by it. The decision of a majority shall be the decision of the Arbitration Board, but if there is no majority the decision of Grievances" the Chair shall govern. No person may be appointed as established an Arbitrator who has been involved in an attempt to negotiate or settle the grievance. Each of the parties hereto will bear the expenses of an Arbitrator appointed by it and the Public Employment Relations Act and administered by parties will jointly share the State expenses of Minnesota Bureau the Chair of Mediation Servicesthe Arbitration Board, if any. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability Board of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses Arbitration shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record authorized to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from make any decision inconsistent with the provisions of the Agreement, nor to alter, modify or amend any part of this AGREEMENTAgreement. The arbitrator Either party may request the services of a sole Arbitrator and if the parties agree, the case shall consider and decide only the specific issue(s) submitted, in writing, be heard by the EMPLOYER and the UNIONsole Arbitrator, and shall have no authority to make a decision on any however, all other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying conditions as set forth in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance Article will be considered as a separate issue and each on its own meritsprevail.

Arbitration. If the grievance is not settled remains unsettled after the response in accordance with the foregoing procedurestep three, the UNION Union may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2Three response. The Union shall request the Federal Mediation and Conciliation Service to submit a panel of arbitrators. The parties shall mutually alternately strike the names of arbitrators, taking turns as to the first strike. The person whose name remains shall be the arbitrator, provided that either party, before striking any names, shall have the right to reject one (1) panel of arbitrators. Both parties agree upon an to attempt to arrive at a joint stipulation of the facts and issues as outlined to be submitted to the arbitrator. If Both parties shall have the parties are unable right to agree on an arbitrator, request the selection arbitrator to require the presence of an arbitrator witnesses and/or documents. Each party shall bear the costs of its own witnesses. Questions of procedural arbitrability shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established decided by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesarbitrator. The arbitrator shall hear make a preliminary determination on the grievance at a scheduled meeting subject question of arbitrability. If it is determined that the matter is arbitrable, the arbitrator shall then proceed to determine the availability merits of the EMPLOYER and the union representativesdispute. The arbitrator shall notify neither amend, modify, nullify, ignore, add or subtract from the union representative provisions of this Agreement. The expenses and fees of the arbitrator and the EMPLOYER of his/her decision within thirty (30) calendar days following the close cost of the hearing or submission of briefs room shall be shared equally by the parties, whichever is later, unless . Nothing in this Article shall preclude the parties agree from agreeing to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by appointment of a permanent arbitrator(s) during the EMPLOYER and term of this Agreement or to use the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess expedited arbitration procedures of their base pay ratethe American Arbitration Association. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided providing it pays for the recordrecord and makes a copy available without charge to the arbitrator. If both parties desire the other party desires a verbatim record copy, it shall equally pay for the expense of such. Issue(s) presented to the proceedings, the cost arbitrator shall be shared equallylimited to those issue(s) presented at Step Two unless otherwise agreed by the parties. The arbitrator shall not have render his/her decision in writing to the right to amendparties within a reasonable time following the close of the arbitration hearing or the submission date of briefs, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENTwhichever is later. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make support his/her findings with a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawwritten opinion. The decision and opinion shall be based solely upon on and directed to the issue presented. The award shall clearly direct the parties as to what action(s) must be taken in order to comply with the award. The arbitrator's interpretation or application of ’s decision shall be final and binding on the express Employer, employee, and Union, shall be within the scope and terms of this AGREEMENT Agreement, and on the facts shall not change any of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions terms of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsAgreement.

Arbitration. If Except as otherwise provided in this Agreement, any Dispute, not resolved through good faith negotiations as set forth in Section 7.1 shall be resolved by binding arbitration in accordance with this Section 7.2. Any Party or any such Affiliate or Indemnified Party may require resolution of any such Dispute by arbitration hereunder by sending a written *** Certain information on this page has been omitted and filed separately with the grievance is not settled Commission. Confidential treatment has been requested with respect to the omitted portions. notice to the other Party demanding arbitration of the Dispute (the “Demand”). In that event, the Dispute shall be finally resolved by arbitration in accordance with the foregoing procedure, United States Arbitration Act and the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt Commercial Arbitration Rules of the EMPLOYER's written answer in Step 2American Arbitration Association. The parties venue for the arbitration shall mutually agree upon an be New York, New York. The arbitration shall be conducted in the English language before a panel of three (3) arbitrators. Each Party shall name one arbitrator, and the two so named shall name the third arbitrator, who shall act as chairman. If the parties are unable to two party arbitrators cannot agree on an a third arbitrator within [***] after the Demand, then at the request of either Party the President of the Association of the Bar of the City of New York shall appoint the third arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator arbitrators shall hear promptly meet, fix the grievance at a scheduled meeting subject to the availability of the EMPLOYER time, date and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close place of the hearing and notify the Parties. All documents, exhibits, testimony or submission other information that is not in the English language shall be translated into the English language at the expense of briefs the Party proffering the evidence requiring translation. The decision of the arbitrators may (depending on the equities of the case) include an award of legal fees, costs of arbitration and interest. The panel of arbitrators shall promptly transmit an executed copy of its decision to the Parties. The decision of the arbitrators shall be final, binding and conclusive upon the Parties. Judgment on the award rendered by the parties, whichever is later, unless the parties agree to an extension arbitrators may be entered in any court having jurisdiction thereof. The fees Each Party retains the right to seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that Party as permitted by Section 9.3 hereof pending the establishment of the arbitrators’ determination of the merits of the controversy, and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as any such representatives or witnesses action shall not be compensated at deemed incompatible with this Agreement to arbitrate or a rate in excess waiver of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from arbitration. The obligations of the provisions Parties under this Section are specifically enforceable and shall survive any termination of this AGREEMENTAgreement. The arbitrator Unless the decision of the arbitrators provides otherwise, the Parties shall consider and decide only bear their own costs in preparing for the specific issue(s) submitted, in writing, by the EMPLOYER arbitration and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator costs of the arbitrators shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way equally divided between the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsParties.

Arbitration. As a condition precedent to any right of action hereunder, any dispute arising out of this Agreement, whether arising before or after termination, shall be submitted to the decision of a board of arbitration composed of two arbitrators and an umpire, meeting in New York, New York unless otherwise agreed. The members of the board of arbitration shall be active or retired, disinterested officials of insurance or reinsurance companies. Each party shall appoint its arbitrator, and the two arbitrators shall choose an umpire before instituting the hearing. If the grievance is not settled in accordance with respondent fails to appoint its arbitrator within four weeks after being requested to do so by the foregoing procedureclaimant, the UNION may refer latter shall also appoint the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an second arbitrator. If the parties are unable two arbitrators fail to agree on an arbitrator, upon the selection appointment of an arbitrator umpire within four weeks after their nominations, each of them shall name three, of whom the other shall decline two, and the decision shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesdrawing lots. The arbitrator claimant shall hear submit its initial brief within 20 days from appointment of the grievance at umpire. The respondent shall submit its brief within 20 days thereafter, and the claimant may submit a scheduled meeting subject reply brief within 10 days after filing of the respondent's brief. The board shall make its decision with regard to the availability custom and usage of the EMPLOYER insurance and the union representativesreinsurance business. The arbitrator board shall notify the union representative issue its decision in writing based upon a hearing in which evidence may be introduced without following strict rules of evidence, but in which cross-examination and the EMPLOYER of his/her rebuttal shall be allowed. The board shall make its decision within thirty (30) calendar 60 days following the close termination of the hearing or submission of briefs by the parties, whichever is later, hearings unless the parties agree consent to an extension extension. The majority decision of the board shall be final and binding upon all parties to the proceeding. Judgment may be entered upon the award of the board in any court having jurisdiction thereof. Mountain Ridge/Liberty Mutual Speed of Settlement Cover Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the umpire. The fees and expenses for remaining costs of the arbitrator's services and arbitration proceedings shall be borne equally allocated by the EMPLOYER and board. It is agreed that the UNION, provided that each party jurisdiction of the arbitrators to make or render any decision or award shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, limited by the EMPLOYER and the UNIONlimit of liability expressly hereinbefore set forth, and that the arbitrators shall have no authority jurisdiction to make a any decision on or render any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application award exceeding such expressly stated limit of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application liability of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsReinsurer.

Arbitration. If Except as provided in Section 5 or a party’s right to seek injunctive or other equitable relief, if any dispute shall arise between the grievance is not settled Executive and the Company in any way connected to or arising from this Agreement, the dispute shall be exclusively determined, and the dispute shall be settled, by arbitration in accordance with the foregoing procedure, CPR Rules for Non-Administered Arbitration (or such other independent neutral dispute resolution body to which the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitratoragree) (“Arbitration Forum”), which provides for adequate discovery and availability of all remedies under applicable law. If The CPR Rules for Non-Administered Arbitration are available on the parties CPR website, available at xxxx://xxx.xxxxxx.xxx/RulesCaseServices/CPRRules/2007CPRNon-AdministeredArbitrationRules.aspx, and Executive acknowledges that the identified rules are unable readily accessible and known to agree on an him. The arbitration shall be held in the city and state within which Executive worked most recently for the Company. The arbitration shall be held before a single arbitrator, the selection of an arbitrator who shall be made in accordance with the "Rules Governing chosen from a panel of arbitrators selected by the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation ServicesForum. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application provide all types of laws, rules or regulations having the force and effect of relief otherwise available under law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer be in writing and shall be final and binding upon the grievance back to Executive and the parties without decision or recommendationCompany and judgment upon such award may be entered in any court of competent jurisdiction. The parties may, by written agreement, agree to submit more than one grievance to costs of the arbitrator provided that and of the arbitration shall be borne by the Company. The costs of each grievance will party’s counsel, accountants, etc., as well as any costs solely for their benefit, shall be considered as a separate issue and borne separately by each on its own meritsparty. EACH OF THE PARTIES HEREBY ACKNOWLEDGES THAT THIS PROVISION CONSTITUTES A WAIVER OF THEIR RIGHT TO COMMENCE A LAWSUIT IN ANY JURISDICTION WITH RESPECT TO THE MATTERS WHICH ARE REQUIRED TO BE SETTLED BY ARBITRATION AS PROVIDED IN THIS SECTION 8.

Arbitration. If the grievance is not settled in accordance with the foregoing procedure, the EMPLOYEE and UNION may refer the grievance to arbitration within fourteen after the thirty (1430) calendar days after day mediation period provided in Step 3 in accordance with the employee and UNION's receipt provisions of the EMPLOYER's written answer in Step 2Public Employment Labor Relations Act, as amended. The If referred to arbitration, the UNION and the EMPLOYER shall attempt to select an arbitrator to hear the grievance. If the parties shall mutually cannot agree upon an arbitrator. If the parties are unable to agree on an arbitrator, then the selection of an arbitrator shall be made in accordance with the "“Rules Governing the Arbitration of Grievances" ” as established by the Public Employment Relations Act Board and administered by the State of Minnesota Bureau BMS. If either party petitions for a list of Mediation Servicesarbitrators, it shall simultaneously provide the other party with a copy of the request. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representativesUNION representative. The arbitrator shall notify the union EMPLOYEE, the UNION representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's ’s services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the EMPLOYEE-UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way way, the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this the AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by mutual written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own merits.

Arbitration. If Any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement, including any controversy or claim as to its arbitrability or rescission, shall be finally settled by arbitration administered by the grievance is not settled American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the foregoing procedure, the UNION may refer the grievance to arbitration within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2. The parties shall mutually agree upon an arbitratorFederal Arbitration Act. If the parties are unable to agree on an arbitratorAAA is not then in existence, the selection of an arbitrator arbitration shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established governed by the Public Employment Relations Act Commercial Arbitration Rules last in effect. Any party seeking arbitration must give the other 30 days written notice of that intent. The arbitrators shall be active or retired officers of insurance or reinsurance companies domiciled in the United States; the arbitrators shall not have a personal or financial interest in the result of the arbitration. A single arbitrator or, in the case of a dispute in which the amount in controversy exceeds $100,000, a panel of 3 arbitrators (one chosen by each party and administered the third selected by the State of Minnesota Bureau of Mediation Services2 arbitrators so chosen) shall interpret this Agreement pursuant to Nebraska law and shall base any decision or award on applicable law and judicial precedent. The arbitrator Any arbitration shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing or submission of briefs by the partiesbe conducted in Lincoln, whichever is laterNebraska, unless the parties mutually agree to an extension thereofanother location. The fees arbitrator(s) shall not, under any circumstances, have any authority to award punitive or exemplary damages. All expenses associated with obtaining and expenses for utilizing the arbitrator's services of the AAA and proceedings the arbitrator(s), and as otherwise provided in the Commercial Arbitration Rules, shall be borne shared equally by the EMPLOYER parties hereto, and the UNION, provided that arbitrator(s) shall request payment separately from each party for said expenses. Each party shall be responsible for compensating bear its own representatives expenses of preparing for and witnessesparticipating in the arbitration, including attorney and witness fees and discovery costs. Employees who serve as The parties may engage in discovery, pursuant to the Federal Rules of Civil Procedure, to the extent such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record discovery is consistent with the purpose of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider arbitration and decide only the specific issue(s) submitted, in writing, is permitted by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of lawarbitrator(s). The decision or award of the arbitrator(s) shall be based solely upon the arbitrator's interpretation or application final, binding, and enforceable. The decision of the express terms arbitrator(s) shall be in writing and shall set forth in reasonable detail the basis for the decision. Application may be made to any court of this AGREEMENT and on the facts competent jurisdiction for judicial acceptance of the grievance presented. If arbitration award and enforcement, as the arbitrator determines that law of the grievance is covered by law state having jurisdiction may require or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsallow.

Arbitration. If any Dispute which is the grievance subject of a recommendation by the Referee is not settled in accordance with resolved by agreement between the foregoing procedureparties within 10 Business Days after receipt of the Referee's recommendation or the date the parties have agreed to waive the Referee’s review, or if there is any dispute relating to the UNION appointment of the Referee, then either party may refer the grievance Dispute to arbitration. A Dispute referred to arbitration within fourteen shall be decided by a single arbitrator and the Arbitration Act (14Alberta) calendar shall apply. Arbitration proceedings shall be commenced by the party desiring arbitration (the "Initiating Party") giving notice to the other party entitled to participate in the arbitration proceedings (the "Responding Party") specifying the matter to be arbitrated and submitting the names of three potential arbitrators that would be acceptable to the Initiating Party. Within seven days after the employee and UNION's of receipt of such notice, the EMPLOYER's written answer in Step 2. The parties Responding Party shall mutually agree upon an arbitratoreither select one of the three potential Arbitrators or submit the names of three potential arbitrators that would be acceptable to the Responding Party. If the parties are unable not able to agree on an arbitrator within 14 days of receipt of the notice to arbitrate issued by the Initiating Party through the above or any other process or mechanism agreed to by the parties, then either party may apply to the Court of Queen’s Bench of Alberta to appoint the arbitrator, the selection of . The parties will use their best efforts to select an arbitrator who is qualified by a profession or occupation to decide the matter in dispute and have at least 10 years' related experience. The seat of the arbitration shall be made Edmonton, Alberta. The arbitrator will have the authority to award any remedy or relief that a judge of a Court within the Province of Alberta could order or grant in accordance with the "Rules Governing DBFO Agreement. Meetings and hearings of the Arbitration arbitrator will take place in the City of Grievances" Edmonton. Subject to the foregoing, the arbitrator may fix the date, time and place of meetings and hearings in the arbitration and will give all parties adequate notice of same. Subject to any adjournments which the arbitrator allows, the final hearing will be continued on successive Business Days until it is concluded. All meetings and hearings will be in private unless the parties agree otherwise and both parties are entitled to be represented at any meetings or hearings by legal counsel. Either party may examine and re-examine all its own witnesses at the arbitration and may cross-examine all of the other party’s witnesses. The arbitration will be kept confidential and the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted and exchanged, and testimony or other oral submission and any awards) will not be disclosed beyond the arbitrator, the parties, their counsel and any person necessary to the conduct of the proceeding, except as established by may be lawfully required in judicial proceedings relating to the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Servicesarbitration or otherwise. The arbitrator shall hear will make and send a decision in writing not later than 15 Business Days after the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close conclusion of the hearing or submission of briefs by the parties, whichever is laterand, unless the parties agree to an extension thereofotherwise, will set out reasons for the decision. Costs will be awarded in accordance with the Arbitration Act (Alberta) unless the parties have previously agreed on the basis for the apportionment of costs. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record decision of the proceedings, it may cause such a record arbitrator will be final and binding on the parties and subject only to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, judicial review or subtract from an appeal in accordance with the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsArbitration Act (Alberta).

Arbitration. Where a difference between the Parties relating to the interpretation, application or administration of the Agreement, including any question as to whether a matter is arbitrable, or where an alleged violation is made that this Agreement has been violated, either of the parties may, after exhausting any grievance procedure established by this Agreement, notify the other Party in writing of its desire to submit the difference or allegation to Arbitration, and the notice shall contain the name of the first party's appointee to the Arbitration Board. The recipient of the notice shall, within five (5) working days, notify the other party of the name of its appointee to the Arbitration Board. The two appointees so selected shall, within five (5) working days of the appointment of the second of them, appoint a third person who shall be the Chairman. If the grievance is not settled in accordance with recipient of the foregoing procedurenotice fails to appoint an arbitrator, or if the two appointees fail to agree upon a Chairman within the time limits, the UNION appointment shall be made by the Minister of Labour upon the request of either Party. The Arbitration Board shall hear and determine the difference or allegation and shall issue a decision and the decision is final and binding upon the Parties and employee affected by it. The decision of the majority shall be the decision of the Arbitration Board, but if there is no majority the decision of the Chairman governs. By mutual consent of the parties, a single Arbitrator may refer be agreed to rather than a Board of Arbitration. Each of the Parties hereto shall bear the expenses of the Arbitrator appointed by it and the Parties shall jointly bear equally the fees and expenses of the third appointee. It is further agreed that arbitration hearings shall be held in New or such other place as may be mutually agreed to by the Parties hereto. In no event shall the Board of Arbitration have the power to change this Agreement or alter, modify or amend any of its provisions. TIME LIMITS: The time limits fixed by both the Grievance and Arbitration Procedures may be extended by consent of the Parties to this agreement. is understood that the failure of the Employer representative to reply in writing at any stage of the grievance or Arbitration Procedure, will cause for the grievance to arbitration proceed to the next step within fourteen (14) calendar days after the employee and UNION's receipt of the EMPLOYER's written answer in Step 2defined time limits. The parties shall mutually agree upon an arbitrator. If the parties are unable to agree on an arbitrator, the selection of an arbitrator No member shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as established by the Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall hear the grievance at a scheduled meeting subject to the availability of the EMPLOYER and the union representatives. The arbitrator shall notify the union representative and the EMPLOYER of his/her decision within thirty (30) calendar days following the close of the hearing demoted, disciplined or submission of briefs by the parties, whichever is later, unless the parties agree to an extension thereof. The fees and expenses for the arbitrator's services and proceedings shall be borne equally by the EMPLOYER and the UNION, provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their base pay rate. If either party desires a verbatim record of the proceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the EMPLOYER and the UNION, and shall have no authority to make a decision on any other issue(s) not so submitted. The arbitrator shall be discharged without power to make decisions contrary to or inconsistent with or modifying or varying in any way the application of laws, rules or regulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the express terms of this AGREEMENT and on the facts of the grievance presented. If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall refer the grievance back to the parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the arbitrator provided that each grievance will be considered as a separate issue and each on its own meritsjust cause.