Common use of Arbitration of Disputes Clause in Contracts

Arbitration of Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any dispute or controversy arising under Not Covered by the Limited Warranty Agreement or in connection with this the Event of Unenforceability of the Arbitration Provisions within the Limited Warranty Agreement. If the parties are unable to resolve the Dispute through mediation as provided in the preceding section and/or in the event that a Dispute is covered by the Limited Warranty Agreement but the arbitration provisions of the Limited Warranty Agreement are deemed unenforceable, then such Dispute shall be settled exclusively decided by arbitration as provided below: (a) The arbitration shall be held in AlbanyHonolulu, New YorkHawaii, shall be determined by a single arbitrator and shall be administered by the Service, in accordance with its Arbitration Rules, Procedures & Protocols (the “DPR Arbitration Rules”), except as may be inconsistent with this section. (b) The parties may agree on the selection of a single arbitrator instead of having an arbitrator appointed by the Service, and the parties may agree to use a recognized arbitration service other than the Service. If the Service is not available, the parties may agree on the selection of a single arbitrator and if they are unable to agree on the selection of a single arbitrator, then either Seller or Buyer may request that a judge of the United States District Court for the District of Hawaii select the arbitrator. (c) At Seller's option, the arbitration shall include any of the Related Parties as parties. (d) Notwithstanding anything herein, in the DPR Arbitration Rules or in the rules of any other arbitration service used for the American arbitration (the “Other Rules”), the costs for the arbitrator shall be shared equally by the parties, and each party shall be responsible to pay all other fees and costs, including attorneys’ fees, that it incurs in connection with the arbitration. (e) Notwithstanding anything herein, in the DPR Arbitration Association then Rules or in effectthe Other Rules, the parties hereby waive, and agree not to pursue, any claims against each other for consequential damages, attorneys’ fees or costs, witness fees or costs or other expenses arising in connection with the arbitration of any such Dispute, and the arbitrator shall not include any such consequential damages, attorneys’ fees or costs, witness fees or costs or other expenses as part of the award. (f) Notwithstanding any provision contained in this Agreement to the contrary, this arbitration provision and the rights and liabilities of the parties with respect to this arbitration provision shall be governed by, and construed and interpreted in accordance with the Federal Arbitration Act, as amended from time to time, to the exclusion of any state law, regulation or judicial decision. Judgment The award of the arbitrator shall be final and binding upon the parties and judgment on the award rendered by the arbitrator may be entered in any federal court having jurisdiction. In of competent jurisdiction in the event that State of Hawaii. (g) All judicial proceedings brought against any of the Company terminates the Executive’s employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation parties arising out of or relating to this arbitration provision shall be to submit such claim to arbitration and brought in any federal court of competent jurisdiction in the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment State of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ feesHawaii, and (iv) all rights by execution and benefits granted or in effect with respect to delivery of this Agreement, Xxxxx accepts the Executive under exclusive jurisdiction of the Company’s stock option plans aforesaid court and agreements with the Executive pursuant thereto, with the vesting waives any defense of forum non conveniens and exercise of any stock options and the forfeit ability of any stock-based grants held by the Executive irrevocably agrees to be governed bound by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of any judgment rendered thereby in connection with this arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reasonprovision.

Arbitration of Disputes. Any dispute All disputes governing the interpretation or controversy arising under or in connection with enforcement of this Agreement shall be settled resolved exclusively by arbitration in Albanythe manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, New Yorkthe claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the rules National Rules of the American Arbitration Association then in effectfor the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court having jurisdiction. In the event that the Company terminates the Executive’s employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be as soon as possible after its rendition without further notice to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the The Company shall be entitled to examine promptly reimburse Employee for the Executive. If reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the opinion determination of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for Employee's rights in any reasonarbitration proceeding.

Arbitration of Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in AlbanyBoston, New YorkMassachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any dispute or controversy arising under or ----------------------- in connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s Employee's employment for cause under Section 6(b) and the Executive Employee contends that cause did not exist, then the Company’s 's only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive Employee was in fact terminated for cause. If the arbitrator determines that the Executive Employee was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s Employee's employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s Employee's attorneys’ ' fees, and (iv) all rights and benefits granted or in effect with respect to the Executive Employee under the Company’s 's stock option plans and agreements with the Executive Employee pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive Employee to be governed by the terms of such plans and the related agreements between the Executive Employee and the Company. If the arbitrator finds that the Executive’s Employee's employment was terminated for cause, the arbitrator will be without authority to award the Executive Employee anything, and the parties will each be responsible for their own attorneys’ ' fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s Employee's mental or physical capacity as described in Section 6(c), a doctor selected by the Executive Employee and a doctor selected by the Company shall be entitled to examine the ExecutiveEmployee. If the opinion of the Company’s 's doctor and the Executive’s Employee's doctor conflict, the Company’s 's doctor and the Executive’s Employee's doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any dispute or controversy arising under ----------------------- or in connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s 's employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s 's only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s 's employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s 's attorneys’ ' fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s 's stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s 's employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ ' fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s 's mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s 's doctor and the Executive’s 's doctor conflict, the Company’s 's doctor and the Executive’s 's doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any If the parties fail to reach agreement with respect to a dispute or controversy difference (other than as to a question relating to patent validity, which the parties intend will be decided in litigation and not in arbitration), between the parties arising under out of or in connection with this Agreement shall Agreement, the dispute or difference will be settled exclusively determined by arbitration in Albany, New YorkYork City, in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then by an independent and impartial arbitrator, who (unless the parties agree otherwise) shall have had both training and experience as an arbitrator of agricultural technology licensing matters, including biotechnology, and who shall be, and for at least ten years shall have been, a partner, shareholder or member in effecta highly respected law firm headquartered in the United States. Judgment The arbitrator may be entered in decide any court having jurisdiction. In issue as to whether, or as to the event that extent to which, any dispute is subject to the Company terminates the Executive’s employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be to submit such claim to arbitration and other dispute resolution provisions in this Agreement. The arbitrator must base the only issue before award on the arbitrator provisions of this Agreement and must render the award in a writing which must include an explanation of the reasons for such award. Any arbitration pursuant to this section will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability of any stock-based grants held by the Executive to be governed by the terms substantive laws of Delaware applicable to contracts made and to be performed in that state, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (9 U.S.C. ss.1 et seq.). Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The statute of limitations of Delaware applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under this Section. All fees, costs and expenses of the arbitrator, and all other costs and expenses of the arbitration, will be shared equally by the parties to this Agreement unless such parties agree otherwise or unless the arbitrator in the award assesses such costs and expenses against one of such plans parties or allocates such costs and expenses other than equally between such parties. Notwithstanding the foregoing, either party may, on good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction, to be effective pending the institution of the arbitration process and the related agreements between the Executive deliberation and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reasonarbitrator.

Arbitration of Disputes. Any dispute or controversy arising under or ----------------------- in connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s 's employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s 's only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s 's employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s 's attorneys’ ' fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s 's stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s 's employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ ' fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s 's mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s 's doctor and the Executive’s 's doctor conflict, the Company’s 's doctor and the Executive’s 's doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any Except as provided in Section 13, any dispute or controversy arising under or in connection with this Agreement or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination or other statutory claims) shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for cause Cause under Section 6(b) and the Executive contends that cause Cause did not exist, then the Company’s only obligation with respect to the dispute concerning whether Cause exists under Section 6(b) shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for causeCause. If the arbitrator determines that the Executive was not terminated for cause Cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s reasonable attorneys’ fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements with the Executive pursuant theretothereto that have not been provided due to the Company’s determination concerning the circumstances leading to the termination of the Executive’s employment, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for causeCause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of the Executive’s employment under this Agreement for any reason.

Arbitration of Disputes. Any dispute (a) Except with respect to the enforcement of the Company's rights under Section 12 hereof or the enforcement of the Company's rights under the Release, any disagreement dispute, controversy or claim arising under out of or in connection with relating to this Agreement Agreement, the interpretation or validity hereof, or the terms and conditions of Employee's employment including the termination thereof, shall be settled exclusively and finally by arbitration. Except as provided in the preceding sentence, it is specifically understood and agreed that any disagreement dispute or controversy which cannot be resolved between the parties, including without limitation any matter relating to the interpretation of this Agreement, claims of discrimination under state or federal law, shall be resolved solely by arbitration irrespective of the magnitude thereof, the amount in Albanycontroversy, New York, or the nature of the relief sought. (b) The arbitration shall be conducted in accordance with Employment Arbitration Rules (the rules "Arbitration Rules") of the American Arbitration Association then (the "AAA"), the terms of which are incorporated herein. (c) The arbitral tribunal shall consist of one arbitrator skilled in effectarbitration of senior executive employment matters. Judgment The parties to the arbitration shall jointly directly appoint such arbitrator within thirty (30) days of initiation of the arbitration. If the parties shall fail to appoint such arbitrator as provided above, such arbitrator shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person who has had substantial experience in senior executive employment matters. The Company shall pay all of the fees, if any, and expenses of such arbitrator and the arbitration. (d) The arbitration shall be conducted in the Southeastern Michigan area or in such other city in the United States of America as the parties to the dispute may designate by mutual written consent. (e) At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of any opposing party. No evidence of any witness shall be presented in form unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing or except under extraordinary circumstances where the interests of justice require a different procedure. (f) Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereto agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for cause under Section 6(b. (g) and the Executive contends that cause did not exist, then the Company’s only obligation Nothing herein contained shall be deemed to submit such claim give the arbitral tribunal any authority, power, or right to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Companyalter, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e)change, (ii) the costs of arbitrationamend, (iii) the Executive’s attorneys’ feesmodify, and (iv) all rights and benefits granted add to, or in effect with respect to the Executive under the Company’s stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of subtract from any stock options and the forfeit ability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination provisions of this Agreement for any reasonAgreement.

Arbitration of Disputes. Any dispute or controversy arising under --- ----------------------- or in connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s 's employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s 's only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s 's employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s 's attorneys’ ' fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s 's stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s 's employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ ' fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s 's mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s 's doctor and the Executive’s 's doctor conflict, the Company’s 's doctor and the Executive’s 's doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any dispute or controversy arising under or in ----------------------- connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s Employee's employment for cause under Section 6(b) and the Executive Employee contends that cause did not exist, then the Company’s 's only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive Employee was in fact terminated for cause. If the arbitrator determines that the Executive Employee was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s Employee's employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s Employee's attorneys’ ' fees, and (iv) all rights and benefits granted or in effect with respect to the Executive Employee under the Company’s 's stock option plans and agreements with the Executive Employee pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive Employee to be governed by the terms of such plans and the related agreements between the Executive Employee and the Company. If the arbitrator finds that the Executive’s Employee's employment was terminated for cause, the arbitrator will be without authority to award the Executive Employee anything, and the parties will each be responsible for their own attorneys’ ' fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s Employee's mental or physical capacity as described in Section 6(c), a doctor selected by the Executive Employee and a doctor selected by the Company shall be entitled to examine the ExecutiveEmployee. If the opinion of the Company’s 's doctor and the Executive’s Employee's doctor conflict, the Company’s 's doctor and the Executive’s Employee's doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any dispute If the Seller Representative and the Buyer are unable to resolve all Disputed Items within 20 Business Days after delivery of the Buyer Response Notice (or controversy arising under or in connection with this Agreement such longer period as may be mutually agreed by the Buyer and the Seller Representative) (the “Disputed Item Negotiation Period”), then all unresolved Disputed Items shall be settled exclusively submitted to the Independent Accountant, which shall be jointly engaged by arbitration in Albanythe Buyer and the Seller Representative, New Yorkto promptly review the applicable Earn-Out Statement and resolve the Disputed Items. The Buyer and the Seller Representative will request that the Independent Accountant render its determination within 60 days following submission to it of such Disputed Items. The scope of the disputes to be resolved by the Independent Accountant is limited to the Disputed Items. In resolving any Disputed Item, the Independent Accountant (i) will determine the resolution of the Disputed Items for purposes of establishing the Company’s EBITDA for the corresponding Earn-Out Period, and the resulting Earn-Out Payment for such Earn-Out Period, each in accordance with the provisions of this Agreement, including the definitions, calculations and accounting rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e)set forth herein, (ii) may not assign a value to any item greater than the costs greatest value claimed for such item by either the Buyer or the Seller Representative or less than the smallest value claimed for such item by either the Buyer of arbitration, the Seller Representative and (iii) will base its determination solely on written materials submitted by the ExecutiveBuyer and the Seller Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Independent Accountant shall have the sole and exclusive authority to resolve the Disputed Items even if the resolution of legal issues is required to resolve the Disputed Items. The Parties further agree that the Independent Accountant shall also have the sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of Independent Accountant’s attorneys’ fees, and (iv) all rights and benefits granted or in effect choosing with respect to legal conclusions or judgments arising from the Executive under Disputed Items, provided that the Company’s stock option plans and agreements Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the Executive pursuant thereto, with the vesting and exercise Parties. The costs of any stock options fees and expenses of the forfeit ability of any stock-based grants held Independent Accountant will be borne in equal parts by the Executive to be governed by Buyer, on the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anythingone hand, and the Sellers, on the other hand. All determinations made by the Independent Accountant will be final, conclusive and binding on the Parties, absent fraud or manifest error on the part of the Independent Accountant, upon which the Independent Accountant will deliver to the Buyer and the Seller Representative a revised Earn-Out Statement setting forth the updated calculation of Company’s EBITDA for the applicable Earn-Out Period and the applicable Earn-Out Payment, as modified by the Independent Accountant’s final determinations, which will be deemed final, non-appealable and binding among the parties will each be responsible hereto for their own attorneys’ feesall purposes of this Agreement, and they upon which a judgment may be rendered by a court of competent jurisdiction, and will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental not be subject to further appeal or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reasonreview.

Arbitration of Disputes. Any dispute If the Seller Representative and the Buyer are unable to resolve all Disputed Items within 20 Business Days after delivery of the Buyer Response Notice (or controversy arising under or in connection with this Agreement such longer period as may be mutually agreed by the Buyer and the Seller Representative) (the “Disputed Item Negotiation Period”), then all unresolved Disputed Items shall be settled exclusively submitted to the Independent Accountant, which shall be jointly engaged by arbitration in Albanythe Buyer and the Seller Representative, New Yorkto promptly review the applicable Earn-Out Statement and resolve the Disputed Items. The Buyer and the Seller Representative will request that the Independent Accountant render its determination within 60 days following submission to it of such Disputed Items. The scope of the disputes to be resolved by the Independent Accountant is limited to the Disputed Items. In resolving any Disputed Item, the Independent Accountant (i) will determine the resolution of the Disputed Items for purposes of establishing the Company’s EBITDA for the corresponding Earn-Out Period, and the resulting Earn-Out Payment for such Earn-Out Period, each in accordance with the provisions of this Agreement, including the definitions, calculations and accounting rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e)set forth herein, (ii) may not assign a value to any item greater than the costs greatest value claimed for such item by either the Buyer or the Seller Representative or less than the smallest value claimed for such item by either the Buyer of arbitration, the Seller Representative and (iii) will base its determination solely on written materials submitted by the ExecutiveBuyer and the Seller Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Independent Accountant shall have the sole and exclusive authority to resolve the Disputed Items even if the resolution of legal issues is required to resolve the Disputed Items. The Parties further agree that the Independent Accountant shall also have the sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of Independent Accountant’s attorneys’ fees, and (iv) all rights and benefits granted or in effect choosing with respect to legal conclusions or judgments arising from the Executive under Disputed Items, provided that the Company’s stock option plans and agreements Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the Executive pursuant thereto, with the vesting and exercise Parties. The costs of any stock options fees and expenses of the forfeit ability of any stock-based grants held Independent Accountant will be borne in equal parts by the Executive to be governed by Buyer, on the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anythingone hand, and the Sellers, on the other hand. All determinations made by the Independent Accountant will be final, conclusive and binding on the Parties, absent fraud or NAI- 1516168830v14 manifest error on the part of the Independent Accountant, upon which the Independent Accountant will deliver to the Buyer and the Seller Representative a revised Earn-Out Statement setting forth the updated calculation of Company’s EBITDA for the applicable Earn-Out Period and the applicable Earn-Out Payment, as modified by the Independent Accountant’s final determinations, which will be deemed final, non-appealable and binding among the parties will each be responsible hereto for their own attorneys’ feesall purposes of this Agreement, and they upon which a judgment may be rendered by a court of competent jurisdiction, and will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental not be subject to further appeal or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reasonreview.

Arbitration of Disputes. Any dispute Except as set forth in Section 13, any dispute, claim or controversy difference arising under out of or in connection with this Agreement shall relation to your employment will be settled exclusively by binding arbitration in Albany, New York, in accordance with the rules of administered by the American Arbitration Association then under its National Rules for the Resolution of Employment Disputes before a single arbitrator. You expressly understand and agree that claims subject to arbitration under this section include asserted violations of the Employee Retirement and Income Security Act of 1974; the Age Discrimination in effectEmployment Act; the Older Worker’s Benefit Protection Act; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964 (as amended); the Family and Medical Leave Act; and any law prohibiting discrimination, harassment or retaliation in employment, whether based on federal, state or local law; any claim of breach of contract, tort, promissory estoppel or detrimental reliance, defamation, intentional infliction of emotional distress; or the public policy of any state, or any other federal, state or local law. Judgment The arbitration will be held in New York, New York unless you and the Company (each a “Party,” and jointly, the “Parties”) mutually agree otherwise. To the extent permitted by law, each Party will bear its own costs and fees of the arbitration, and other fees and expenses of the arbitrator will be borne equally by the Parties; provided, however, that the arbitrator will be empowered to require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties or the fees and expenses of the arbitrator in the event that the arbitrator determines such Party has acted in bad faith. The arbitrator will have the authority to award any remedy or relief that a court of the State of New York could order or grant. The decision and award of the arbitrator will be binding on all Parties. Either Party to the arbitration may be seek to have the ruling of the arbitrator entered in any court having jurisdictionjurisdiction thereof. In the event Each Party agrees that the Company terminates the Executive’s employment it will not file suit, motion, petition or otherwise commence any legal action or proceeding for cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall any matter which is required to be to submit such claim submitted to arbitration as contemplated herein, except in connection with the enforcement of an award rendered by an arbitrator and except to seek the only issue before the arbitrator will be whether the Executive was in fact terminated for cause. If the arbitrator determines that the Executive was not terminated for cause issuance of an injunction or temporary restraining order pending a final determination by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ fees, and (iv) all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability of any stock-based grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reasonarbitrator.

Arbitration of Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the ExecutiveEmployee’s employment for cause under Section 6(b) and the Executive Employee contends that cause did not exist, then the Company’s only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive Employee was in fact terminated for cause. If the arbitrator determines that the Executive Employee was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the ExecutiveEmployee’s employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the ExecutiveEmployee’s attorneys’ fees, and (iv) all rights and benefits granted or in effect with respect to the Executive Employee under the Company’s stock option plans and agreements with the Executive Employee pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive Employee to be governed by the terms of such plans and the related agreements between the Executive Employee and the Company. If the arbitrator finds that the ExecutiveEmployee’s employment was terminated for cause, the arbitrator will be without authority to award the Executive Employee anything, and the parties will each be responsible for their own attorneys’ fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the ExecutiveEmployee’s mental or physical capacity as described in Section 6(c), a doctor selected by the Executive Employee and a doctor selected by the Company shall be entitled to examine the ExecutiveEmployee. If the opinion of the Company’s doctor and the ExecutiveEmployee’s doctor conflict, the Company’s doctor and the ExecutiveEmployee’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.

Arbitration of Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s Employee's employment for cause under Section 6(b) and the Executive Employee contends that cause did not exist, then the Company’s 's only obligation shall be to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive Employee was in fact terminated for cause. If the arbitrator determines that the Executive Employee was not terminated for cause by the Company, then the only remedies that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s Employee's employment had been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s Employee's attorneys’ ' fees, and (iv) all rights and benefits granted or in effect with respect to the Executive Employee under the Company’s 's stock option plans and agreements with the Executive Employee pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability forfeitability of any stock-based grants held by the Executive Employee to be governed by the terms of such plans and the related agreements between the Executive Employee and the Company. If the arbitrator finds that the Executive’s Employee's employment was terminated for cause, the arbitrator will be without authority to award the Executive Employee anything, and the parties will each be responsible for their own attorneys’ ' fees, and they will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s Employee's mental or physical capacity as described in Section 6(c), a doctor selected by the Executive Employee and a doctor selected by the Company shall be entitled to examine the ExecutiveEmployee. If the opinion of the Company’s 's doctor and the Executive’s Employee's doctor conflict, the Company’s 's doctor and the Executive’s Employee's doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section 12 shall survive the termination of this Agreement for any reason.