Common use of Arbitration Clause in Contracts

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. Subject to the right of each party to seek specific performance (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that canwhich right shall not be mutually resolved by the parties subject to arbitration), if a dispute arises out of or is in any way related to this Agreement and their respective advisors and representatives or the asserted breach thereof, such dispute shall be settled exclusively by referred to arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if American Arbitration Association the parties cannot agree on the selection of the arbitrator, who shall be selected (“AAA”) pursuant to the procedures AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this Section 15 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the “Arbitration Notice”). The parties agree that, after the issuance of the American Arbitration AssociationNotice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and such the date the dispute is set for arbitration shall be conducted to resolve the dispute by mediation in accordance with the Employment Dispute Resolution Rules of Arbitration Rules. If the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of dispute is not resolved by the date that a party hereto notifies set for arbitration, then any controversy or claim arising out of this Agreement or the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, asserted breach hereof shall be resolved by binding arbitration and (iijudgment upon any award rendered by arbitrator(s) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in Chenango County, New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that Executive discovery shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during concluded within ninety (90) days after the pendency of any dispute or controversy arising under or in connection with this Agreementdate the matter is set for arbitration. The Company and Executive hereby agree that arbitrator or arbitrators shall have the arbitrator power to award reasonable attorneys’ fees to the prevailing party. Any provisions in this Agreement to the contrary notwithstanding, this Section 15 shall be empowered governed by the Federal Arbitration Act, and the parties have entered into this Agreement pursuant to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementact.

Arbitration. (a) Except as contemplated by provided in subsection (h) of this Section 9(d) or Section 11(c) hereof12, any dispute or controversy arising under or in connection with this Agreement that cannot Dispute must be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution following: (a) A Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Dallas office of the American Arbitration Association then to appoint the arbitrator or arbitrators necessary to complete the panel in effectaccordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The parties arbitration shall be conducted in the Dallas-Fort Worth, Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree to use their best efforts to (i) appoint (oror as the panel may, if applicableon the motion of one Party, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing determine to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition necessary to his obtain significant testimony or her selection, such arbitrator must consent to be available for a hearing, at such timeevidence. (c) Judgment The panel may be entered on authorize any and all forms of discovery upon a Party’s showing of need that the arbitrator’s award requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in any court having jurisdictionscope, provided that Executive timing, or cost. (d) The arbitration shall be entitled subject to seek specific performance the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 12. The Parties and the panel may, however, agree to vary to provisions of Executivethis Section 12 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 30 days after the appointment of the panel. The panel’s right final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel’s final decision or award shall be based on this Agreement and applicable law; the panel may not act according to be paid equity and conscience or apply the law merchant. (f) The panel’s final decision or award may include injunctive relief in response to participate in benefit programs during the pendency any actual or impending breach of this Agreement or any dispute other actual or controversy arising impending action or omission of a Party under or in connection with this Agreement. (g) The panel’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Company and Executive hereby agree that Parties waive any right to apply or appeal to any court for relief from the arbitrator shall be empowered to enter an equitable decree mandating specific performance preceding sentence or from any decision of the terms of this Agreement. If any dispute under panel made before the final decision or award. (h) Nothing in this Section 11 shall be pending12 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 12, Executive shall continue (ii) seek provisional or temporary injunctive relief, in response to receive at a minimum the base salary which Executive was receiving immediately prior to the act an actual or omission which forms the basis for the dispute. At the close impending breach of the arbitrationAgreement or otherwise so as to avoid a irrevocable damage or maintain the status quo, such continued base salary payments may be offset against until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any damages awarded to Executive final arbitration decision or may be recovered award that does not comply with this Section 12. In addition, nothing in this Section 12 prohibits the Parties from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementresolving any Dispute (in whole or in part) by agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofTo aid in the rapid and economical resolution of any disputes that may arise in the course of the employment relationship, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement Executive and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company agree that any and Executiveall disputes, claims, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award demands in any court having jurisdiction, provided that Executive shall be entitled way arising out of or relating to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement, Company equity held by Executive, Executive’s employment relationship with the Company, or the termination of Executive’s employment or service relationship with the Company, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Salt Lake City, Utah, conducted before a single neutral arbitrator selected and administered in accordance with the employment arbitration rules & procedures or then applicable equivalent rules of JAMS, Inc. (the “JAMS Rules”) and the Federal Arbitration Act, 9 U.S.C. Sec. If 1, et seq. A copy of the JAMS rules may be found on the JAMS website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ and will be provided to Executive by the Company upon request. BY AGREEING TO THIS ARBITRATION PROCEDURE, EXECUTIVE AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE, CLAIM OR DEMAND THROUGH A TRIAL BY JURY OR JUDGE OR BY ADMINISTRATIVE PROCEEDING IN ANY JURISDICTION. Executive will have the right to be represented by legal counsel at any arbitration proceeding, at Executive’s expense. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. This Section 11(i) is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Section 11 Agreement or relating to Executive’s employment; provided, however, that Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (i) claims for workers’ compensation, state disability insurance or unemployment insurance; (ii) claims for unpaid wages or waiting time penalties brought before any governmental agency; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior arbitrated pursuant to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions terms of this Agreement; and (iii) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or the any similar agency in any applicable jurisdiction; provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief (or any other provisional remedy) in any court of competent jurisdiction pursuant to applicable law to prevent irreparable harm (including, without limitation, pending the conclusion of any arbitration). The Company shall pay the arbitrator’s fees, arbitration expenses and any other costs unique to the arbitration proceeding (recognizing that each side shall bear its own deposition, witness, expert and attorney’s fees and other expenses to the same extent as if the matter were being heard in court); provided, however, that the arbitrator may award attorney’s fees and costs to the prevailing party, except as prohibited by law. THE EXECUTIVE AND THE COMPANY WAIVE ANY CONSTITUTIONAL OR OTHER RIGHT TO BRING CLAIMS COVERED BY THIS AGREEMENT OTHER THAN IN THEIR INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW, THIS WAIVER INCLUDES THE ABILITY TO ASSERT CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If any dispute or controversy arising arises under or in connection with this Agreement that canAgreement, is not be mutually resolved by the parties within a commercially reasonable time not to this Agreement and their respective advisors and representatives exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration in Southfieldarbitration, Michigan, conducted before one a single neutral arbitrator of exemplary qualifications and stature, who shall be selected jointly by at a location mutually agreed between the Company and Executive, or if Executive within the parties cannot agree on the selection state of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and Company’s headquarters at such arbitration shall be conducted time in accordance with the Employment Dispute Resolution Arbitration Rules & Procedures of the American Arbitration Association JAMS (“JAMS”) then in effect. (b) , in accordance with this Section 13(h), except as otherwise prohibited by any nonwaivable provision of applicable law or regulation. The parties hereby agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) that the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorshall construe, interpret and enforce this Agreement in accordance with its express terms, and (ii) cause any arbitration hearing to be held within thirty (30) days of otherwise in accordance with the date of selection of the arbitrator, and, governing law as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) set forth in Section 13(a). Judgment may be entered on the arbitrator’s arbitration award in any court having jurisdiction, provided provided, however, that Executive either Party shall be entitled to seek specific performance a restraining order or injunction in any court of Executive’s right competent jurisdiction to be paid and to participate in benefit programs during the pendency prevent any continuation of any dispute or controversy arising under or in connection with violation of the provisions of this Agreement. The Company Agreement and Executive hereby agree consents that such restraining order or injunction may be granted without requiring the other Party to post a bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be empowered valid, binding, final and enforceable by any court of competent jurisdiction. In the event action is brought pursuant to enter this Section 13(h), the arbitrator shall have authority to award fees and costs to the prevailing party, in accordance with applicable law. If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of an equitable decree mandating action for injunctive relief or specific performance of the terms of as provided in this Agreement. If This dispute resolution process and any dispute under this Section 11 arbitration hereunder shall be pendingconfidential and neither any Party nor the arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive shall continue and the Company each have the right to receive at a minimum the base salary which Executive was receiving immediately prior to the act resolve any issue or omission which forms the basis for the disputedispute over intellectual property rights by Court action instead of arbitration. At the close The Company may also enjoin by Court action any breach of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive Sections 5-6 or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement7 as permitted by Section 8.

Arbitration. (a) Except as contemplated Employer and Employee agree that, to the extent permitted by law and to the extent that the enforceability of this Agreement is not thereby impaired, any and all disputes, controversies or claims between Employee and Employer, except disputes concerning the use or disclosure of trade secrets, proprietary and/or confidential information, or otherwise arising under Section 9(d) or Section 11(c) 12 hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled determined exclusively by final and binding arbitration in Southfieldthe County of San Francisco, MichiganCalifornia, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules employment rules of the American Arbitration Association then in effect. (b) . The parties agree controversy or claim shall be submitted to use their best efforts three arbitrators, one of whom shall be chosen by Employer, one of whom shall be chosen by Employee, and the third of whom shall be chosen by the two arbitrators so selected. The party desiring arbitration shall give written notice to (i) appoint (orthe other party of its desire to arbitrate the particular matter in question, if applicablenaming the arbitrator selected by it. If the other party shall fail within a period of 15 days after such notice shall have been given to reply in writing naming the arbitrator selected by it, cause then the party not in default may apply to the American Arbitration Association to appoint) for the arbitrator within thirty (30) days appointment of the date that second arbitrator. If the two arbitrators chosen as above shall fail within 15 days after their selection to agree upon a third arbitrator, then either party hereto notifies may apply to the other party that a dispute or controversy exists that necessitates American Arbitration Association for the appointment of an arbitratorarbitrator to fill the place so remaining vacant. Employer shall pay the fees of the arbitrators so selected. The decision of any two of the arbitrators shall be final and binding upon the parties hereto and shall be delivered in writing signed in triplicate by the concurring arbitrators to each of the parties hereto. The parties agree that both parties will be allowed to engage in adequate discovery consistent with the nature of the claims in dispute. The arbitrators shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrators shall have discretion to award monetary and other damages, or no damages, and (ii) cause any arbitration hearing to be held within thirty (30) days of fashion such other relief as the date of selection of arbitrators deem appropriate. The arbitrators also shall have discretion to award the arbitrator, andprevailing party reasonable costs and attorneys’ fees incurred in bringing or defending an action under this Section 18, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) permitted by applicable law. Judgment on the award rendered by the arbitrators may be entered on the arbitrator’s award in any court having jurisdiction. Nothing in this Section 18 shall limit the Employer’s ability to seek injunctive relief for any violation of Employee’s obligations concerning nondisclosure, provided that Executive loyalty and nonsolicitation as set forth in Section 12 hereof. Any such injunctive relief proceeding shall be entitled without prejudice to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute rights Employer or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute Employee may have under this Section 11 shall be pending, Executive shall continue Agreement to receive at a minimum the base salary which Executive was receiving immediately prior obtain relief in arbitration with respect to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementmatters.

Arbitration. (a) Except as contemplated by with respect to disputes and claims under Section 9(d) 7, Section 8, or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by 9 (which the parties to hereto may pursue in any court of competent jurisdiction as provided in this Agreement and their respective advisors with respect to which each party shall bear the cost of its own attorneys’ fees and representatives shall be settled exclusively expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures set forth in the National Rules for the Resolution of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules Disputes of the American Arbitration Association then in effect. (bthe “AAA Rules”) The parties agree shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) arising out of or relating to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days rights and obligations of the date that a party hereto notifies parties under this Agreement and the other party that a dispute employment of Executive by the Company and its Subsidiaries (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment and wrongful termination), whether such Claim arose or controversy exists that necessitates the appointment facts on which such Claim is based occurred prior to or after the execution and delivery of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and Executive hereby all hearings with respect to any such arbitration shall take place in Michigan, (iii) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise required by applicable law), and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto. The parties agree that the arbitrator judgment, award or other determination of any arbitration under the AAA Rules shall be empowered to enter an equitable decree mandating specific performance final, conclusive and binding on all of the terms of this Agreementparties hereto. If any dispute under Nothing in this Section 11 29 shall be pendingprohibit any party hereto from instituting litigation to enforce any final judgment, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act award or omission which forms the basis for the dispute. At the close determination of the arbitration. Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, such continued base salary payments may be offset against any damages awarded to Executive judgment or may be recovered from Executive if it is determined that Executive was not entitled to determination of the continued payment of base salary under the other provisions of this Agreementarbitration.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if the parties such two individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to cause (i) appoint (the two individuals set forth in the preceding Section 11(a), or, if applicable, cause the American Arbitration Association Association, to appoint) appoint the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, 8.01 The parties agree that any dispute or controversy arising under grievance (excluding policy grievances) concerning the interpretation, application or alleged violation of this Agreement, which has been properly carried through all steps of the Grievance Procedure outlined in connection with this Agreement that canArticle 7 above, and has not been settled, will be referred to the HRSDC Federal Mediation and Conciliation Service for grievance mediation prior to being referred to a mutually resolved by agreed single Arbitrator at the written request of either of the parties hereto for arbitration unless mutually agreed that mediation is not required. Employees who are required to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly attend Mediation sessions scheduled by the Company and Executive, or if Union will be reimbursed for actual regular hours work lost. Reimbursement will be calculated based on the employee’s base rate of pay. 8.02 Should the parties cannot be unable to agree on upon a single Arbitrator, application will be made to the selection Minister of Labour to appoint an Arbitrator. 8.03 The decision of the arbitrator, who Arbitrator shall be selected pursuant final and binding upon the parties hereto and any employee affected by it. 8.04 If the Arbitrator finds the grievance to be arbitral, the procedures Arbitrator shall hear and determine the grievance and shall issue a written decision setting out the reasons for the decision and the findings of fact upon which the decision is based and the decision shall be final and binding upon the parties and upon any employee affected by it. 8.05 The Arbitrator shall not have any power or jurisdiction to alter, change, amend or add to or detract from any of the American Arbitration Association, and such arbitration shall be conducted in accordance provisions of this Agreement or to substitute any new provisions for any existing provisions or to make any decision inconsistent with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other and provisions of this Agreement, nor to deal with any matter not specifically covered by it, nor to deal with any matter not contained in the written grievance filed by the grievor. No matter may be submitted to arbitration which has not been properly carried through all previous steps of the grievance procedure. 8.06 Each of the parties hereto will jointly share the expenses of the Arbitrator.

Arbitration. Executive voluntarily agrees (aand not as a condition of employment) Except as contemplated by Section 9(d) that any controversy between Executive and the Company involving the construction or Section 11(c) hereofapplication of any of the terms, any dispute covenants, or controversy arising under or in connection with conditions of this Agreement that cannot be mutually resolved by or Executive’s employment hereunder or the parties to this Agreement and their respective advisors and representatives termination of such employment shall be settled exclusively by subject to arbitration to be held in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted Vermont in accordance with the Employment Dispute Resolution Arbitration Rules and Procedures (“JAMS Rules”) of the American Judicial Arbitration Association and Mediation Services, Inc. (“JAMS”) then in effect. A copy of the current version of the JAMS Rules will be made available to Executive upon request. The JAMS Rules may be amended from time to time and are also available online at ▇▇▇▇▇://▇▇▇. (b) ▇▇▇▇▇▇▇.▇▇▇/rules-employment-arbitration. The dispute will be decided by a single neutral arbitrator to be mutually agreed upon by the parties agree from JAMS’ panel of arbitrators. All controversies covered by this Section 19 shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to use their best efforts arbitrate any such controversy as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to (i) appoint (orbe similarly situated, if applicable, cause or to participate as a class member in such a proceeding. The arbitrator may grant injunctions or other relief in the American Arbitration Association to appoint) dispute or controversy. The decision of the arbitrator within thirty (30) days of shall be made in writing and will be final, conclusive and binding on the date that a parties to the arbitration. The prevailing party hereto notifies in the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorarbitration proceeding shall be entitled to recover reasonable costs, including attorney’s fees, as allowed by law and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of determined by the arbitrator, andalthough the Company will pay for all arbitration fees other than the initial filing fee, as which will equal the amount for the filing had a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) complaint been filed in court. Judgment may be entered on the arbitrator’s award decision in any court having jurisdiction. The parties hereto waive, provided that Executive to the fullest extent permitted by law, any rights to appeal to, or to seek review of such award by, any court. This provision is governed by the Federal Arbitration Act. For the avoidance of doubt and notwithstanding anything in this Section 19 to the contrary, in accordance with Section 12, the Company shall be entitled to seek specific performance injunctive relief from any court of Executive’s right competent jurisdiction related to be paid any violation or claimed violation of the restrictions and to participate obligations in benefit programs during the pendency respect of any dispute of the restrictive covenants in Section 9 or controversy arising under or otherwise as set forth in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under Nothing in this Section 11 shall be pending19 precludes Executive from filing a charge or complaint with a federal, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act state or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementgovernmental administrative agency.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofAny dispute, any dispute claim or controversy arising under or in connection with this Agreement that cannot be mutually resolved by or the parties to this Agreement and their respective advisors and representatives Executive’s employment hereunder or the termination thereof, other than injunctive relief under Section 9 hereof, shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, Association (the “AAA”) and such carried out in the State of New York. The arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules AAA rules governing commercial arbitration in effect at the time of the American Arbitration Association then in effect. arbitration, except as modified herein. There shall be three arbitrators, one of whom shall be nominated by the Company and one who shall be nominated by the Executive within thirty (b30) The parties agree to use their best efforts to (i) appoint (ordays of receipt by respondent of the demand for arbitration, if applicableand the third arbitrator, cause who shall chair the American Arbitration Association to appoint) arbitral tribunal, shall be nominated by the arbitrator party nominated arbitrators within thirty (30) days of the date that a nomination of the second arbitrator. If any arbitrator is not appointed within the time limit provided herein, upon request of any party hereto notifies to the other party that a dispute or controversy exists that necessitates arbitration, such arbitrator shall be appointed by the AAA within fifteen (15) days of receiving such request. (b) The arbitration shall commence within forty-five (45) days after the appointment of an the third arbitrator, ; the arbitration shall be completed within sixty (60) days of commencement; and (ii) cause any arbitration hearing to the arbitrators’ award shall be held made within thirty (30) days of following such completion. The parties may agree to extend the date of selection of time limits specified in the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeforegoing sentence. (c) The arbitral tribunal may award any form of relief permitted under this Agreement and applicable law, including damages and temporary or permanent injunctive relief, except that the arbitral tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any dispute. The award shall be in writing and shall state the reasons for the award. (d) The decision rendered by the arbitral tribunal shall be final and binding on the parties to this Agreement. Judgment may be entered on the arbitrator’s award in any court having of competent jurisdiction. The parties hereto waive, provided that Executive shall be entitled to the fullest extent permitted by law, any rights to appeal to, or to seek specific performance review of Executive’s right to be paid and to participate in benefit programs during the pendency of such award by, any dispute or controversy arising under or in connection with this Agreementcourt. The Company and Executive hereby parties hereto further agree that to obtain the arbitrator shall be empowered arbitral tribunal’s agreement to enter an equitable decree mandating specific performance of preserve the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close confidentiality of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofAny dispute, any dispute claim or controversy based on, arising under out of or in connection with relating to Executive’s employment or this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by final and binding arbitration in SouthfieldNew York, MichiganNew York, before one a single neutral arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the JAMS Employment Dispute Resolution Arbitration Rules of and Procedures (the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or“Rules”), if applicable, cause and judgment on the American Arbitration Association to appoint) award rendered by the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Rules may be found online at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. If the parties are unable to agree upon an arbitrator, provided one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that Executive shall be entitled to seek specific performance of Executive’s retain the right to be paid file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in benefit programs during the pendency any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator an award of wages and/or waiting time penalties shall be empowered arbitrated pursuant to enter an equitable decree mandating specific performance of the terms of this Agreement. If ; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any dispute under this Section 11 shall be pendingsimilar state agency in any applicable jurisdiction); provided, further, that Executive shall continue not be entitled to receive at a minimum obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close outcome of the arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such continued base salary payments may relief shall not be offset against any damages awarded deemed to be a waiver of such party’s right to compel arbitration. Both Executive or may be recovered from Executive if it is determined that Executive was not entitled and the Company expressly waive their right to the continued payment of base salary under the other provisions of this Agreementa jury trial.

Arbitration. (aThe Company and Executive agree that except as provided in Section 14(b) Except as contemplated by Section 9(d) or Section 11(c) hereof, the sole and exclusive method for resolving any dispute between them arising out of or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties relating to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration under the procedures set forth in Southfieldthis Section, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executiveexcept that nothing in this Section prohibits a party from seeking preliminary or permanent judicial injunctive relief, or if the parties cannot agree on the selection from seeking judicial enforcement of the arbitrator, who arbitration award. The arbitrator shall be selected pursuant to the procedures Rules for Commercial Arbitration of the American Arbitration Association. The arbitrator shall hold a hearing at which both parties may appear, with or without counsel, and such arbitration present evidence and argument. Pre-hearing discovery shall be conducted allowed in accordance with the Employment Dispute Resolution Rules discretion of and to the extent deemed appropriate by the arbitrator, and the arbitrator shall have subpoena power. The procedural rules for an arbitration hearing under this Section shall be the rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American for Commercial Arbitration Association to appoint) hearings and any rules as the arbitrator may determine. The hearing shall be completed within thirty ninety (3090) days after the arbitrator has been selected and the arbitrator shall issue a written decision within sixty (60) days after the close of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing. The hearing to shall be held within thirty (30) days of the date of selection of the arbitratorin Grand Rapids, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this AgreementMichigan. The Company and Executive hereby agree that award of the arbitrator shall be empowered to enter an equitable decree mandating specific performance final and binding and may be enforced by and certified as a judgment of the terms Circuit Court for Kent County, Michigan or any other court of competent jurisdiction. One-half of the fees and expenses of the arbitrator shall be paid by the Company and one-half by Executive. The attorney fees and expenses incurred by the parties shall be paid by each party. Notwithstanding the foregoing, however, the Company will reimburse the Executive for Executive’s portion of the arbitrator’s fees and expenses, and the Executive’s reasonable attorney fees and expenses incurred in connection with the arbitration proceeding, if the Executive substantially prevails in the arbitration proceeding or, if the Executive prevails in part, then the Company will reimburse a proportionate part of such fees and expenses, with such proportion to represent the approximate portion of such fees and expenses relating to the issues on which the Executive prevailed. The decision as to whether the Executive has substantially prevailed, or prevailed in part, and on the amount to be reimbursed to the Executive under the standards in this AgreementSection, will be made by the arbitrator. If any dispute under Reimbursement of attorney fees and expenses called for by this Section 11 shall must be pending, Executive shall continue to receive at a minimum made within sixty (60) days after receipt by the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close Company of the arbitrationarbitrator’s award, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined but in no event after the last day of the year following that Executive in which the expense being reimbursed was not entitled to the continued payment of base salary under the other provisions of this Agreementincurred.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any A. Any dispute or controversy arising under or in connection with this Agreement and any claim by Executive that the Company breached any statutory or common law duty to Executive (including but not limited to the law of tort, contract, and all federal, state or local laws prohibiting employment discrimination because of race, color, religion, sex, national origin, age, veteran's status, or disability) that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives hereto shall be settled exclusively by arbitration in SouthfieldLouisville, Michigan, Kentucky before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and the Executive, or or, if the parties Company and the Executive cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of by the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause provided that any arbitrator selected by the American Arbitration Association to appoint) shall not, without the arbitrator within thirty (30) days consent of the date that a party hereto notifies parties hereto, be affiliated with the other party that a dispute Company or controversy exists that necessitates the appointment Executive or any of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) their respective affiliates). Judgment may be entered on the arbitrator’s 's award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive parties hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance enforcement of the terms of this Agreement. If any , or in the event the arbitrator is resolving a dispute under this Section 11 over the breach of a statutory or common law duty, the parties agree that the arbitrator shall be pendingempowered to fashion a remedy that would have been available had the matter been litigated in a judicial or administrative proceeding. The Company shall bear all expenses of the arbitrator incurred in any arbitration or any court costs incurred in any court proceeding hereunder and shall promptly reimburse the Executive (within 30 days of invoice) for any related reasonable legal fees and out-of-pocket expenses directly attributable to such arbitration or any court proceeding related to this Agreement; provided that such legal fees are calculated on an hourly, and not on a contingency fee, basis; and, that the Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close bear all expenses of the arbitration, arbitrator and all of his legal fees and out-of-pocket expenses (and reimburse the Company for its portion of such continued base salary payments may be offset against expenses) if the arbitrator or relevant trier-of-fact determines that the Executive's claim or position was frivolous and without reasonable foundation. B. The parties agree that this requirement to arbitrate shall not apply to any suit by either party seeking an injunction and/or damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment for violation of base salary under the other provisions Sections 6 and/or 7 of this Agreement, it being specifically understood that such claims arising under Sections 6 or 7 may be enforced in the first instance in any court having jurisdiction of the parties. C. If either party appeals the decision of the arbitrator, each party shall bear its own expenses until the outcome of such appeal has been determined, whereupon the prevailing party's expenses, including reasonable legal fees, shall be reimbursed promptly by the other party.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved All appeals from determinations by the parties to this Agreement EB Committee as described in paragraph (b) above, and their respective advisors and representatives any Units Damages Dispute, shall be fully and finally settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effecteffect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. However, a Participant’s failure to initiate arbitration within one year will in no way impair the Company’s right, exercised at its discretion, to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, may also be raised in such arbitration proceedings. (bi) The parties agree arbitrator shall have the authority to use their best efforts determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days terms of the date that a party hereto notifies Plan, this Agreement (except for breaches of any of the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorParticipant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), existing Company policy, and (ii) cause applicable substantive Delaware State and U.S. federal law and shall have the authority to award any arbitration hearing to be held within thirty (30) days remedy or relief permitted by such laws. The final decision of the date of selection of the arbitrator, and, as EB Committee with respect to a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive Plan Dispute shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute upheld unless such decision was arbitrary or controversy arising under or in connection with this Agreementcapricious. The Company and Executive hereby agree that decision of the arbitrator shall be empowered final, conclusive, not subject to enter an equitable decree mandating specific performance appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, both the Participant and the Company or a Related Company waive any right to ▇▇▇ each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the terms Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this AgreementAgreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes and Units Damages Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above). Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Section 11 Agreement or subject to this dispute resolution provision, the laws of the State of Delaware shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior apply without giving effect to the act or omission which forms conflicts of laws provisions thereof. (vi) To the basis for extent an arbitrator determines that the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive Participant was not terminated for Cause and is entitled to the continued payment of base salary RSUs or any other benefits under the other Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a release satisfactory to Verizon as provided under paragraph 7(c)(2) shall remain applicable in order to receive the benefit of any RSUs pursuant to this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If any dispute or controversy arising arises under or in connection with this Agreement that or otherwise which cannot be mutually resolved by mutual discussion between the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfieldparties, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by then the Company and Executive, or if the parties cannot Executive each agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such resolve that dispute by binding arbitration shall before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the Employment Dispute Resolution Rules rules applicable to employment disputes of the American Judicial Arbitration Association then in effect. and Mediation Services (b“JAMS”) and the law applicable to the claim. The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment selection of an arbitrator, and (ii) cause any arbitration hearing arbitrator from JAMS. In the event the parties are unable to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at agree in such time. , JAMS will provide a list of five (c5) Judgment may available arbitrators and an arbitrator will be entered on selected from such five member panel provided by JAMS by the arbitrator’s award in any court having jurisdiction, provided that Executive parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be entitled selected by a toss of a coin. The parties agree that this agreement to seek specific performance arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s right to compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be paid and to participate in benefit programs during the pendency used instead of any dispute court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or controversy arising permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or in connection with this Agreement15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments (2) as may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementrequired by law.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration arbitration, conducted before an arbitrator in SouthfieldHouston, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted Texas in accordance with the National Rules for the Resolution of Employment Dispute Resolution Rules Disputes of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) . Judgment may be entered on the arbitrator’s arbitration award in any court having jurisdiction; provided, provided however, that Executive the Company shall be entitled to seek specific performance a restraining order or injunction in any court of Executive’s right competent jurisdiction to be paid and to participate in benefit programs during the pendency prevent any violation or continuation of any dispute violation of the provisions of Articles 11, 12, 13 or controversy 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under under, relating to or in connection with this Agreement. The Company Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and Executive hereby agree that expenses if Employee prevails on one material Covered Claim by the arbitrator shall be empowered to enter an equitable decree mandating specific performance of Employee (as determined by the terms of this Agreementarbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any dispute Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 11 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be pendingmade not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, Executive however, that, upon Employee’s termination of employment with the Company, in no event shall continue to receive at a minimum the base salary which Executive was receiving immediately any additional reimbursement be made prior to the act or omission which forms date that is six months after the basis for date of Employee’s termination of employment to the dispute. At the close extent such payment delay is required under Section 409A(a)(2)(B)(i) of the arbitration, Code. In no event shall any reimbursement be made to Employee for such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it fees and expenses incurred after the date that is determined that Executive was not entitled to 10 years after the continued payment date of base salary under Employee’s termination of employment with the other provisions of this AgreementCompany.

Arbitration. (a) Except Subject to the exceptions set forth below, Employee agrees that any and all claims or disputes that Employee has with the Company, or any of its employees, which arise out of Employee’s employment or under the terms thereof, shall be resolved through final and binding arbitration, as contemplated by Section 9(d) or Section 11(c) hereofspecified herein. This shall include, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties without limitation, disputes relating to this Agreement Agreement, Employee’s employment with the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith and their respective advisors fair dealing, and representatives shall be settled exclusively any claims of discrimination or other claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Securities Act, the Racketeer Influenced and Corrupt Organizations Act, or any other federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of Employee’s employment with the Company or its termination. The only claims or disputes not covered by arbitration in Southfieldthis paragraph are disputes related to (i) claims for benefits under the unemployment insurance or workers’ compensation laws, Michiganand (ii) issues affecting the validity, before one arbitrator infringement or enforceability of exemplary qualifications and stature, who shall be selected jointly any Trade Secret or patent rights held or sought by the Company and Executive, or if which the parties cannot agree on the selection Company could otherwise seek; in both of the arbitrator, who foregoing cases such claims or disputes shall not be selected subject to arbitration and will be resolved pursuant to the procedures of the American Arbitration Association, and such applicable law. Binding arbitration shall will be conducted in Denver, Colorado in accordance with the Employment Dispute Resolution Rules rules and regulations of the American Arbitration Association then (“AAA”), by an arbitrator selected from the AAA Commercial Disputes Panel with a minimum of five years experience in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearingemployment law. If, at such time. (c) Judgment may the time the dispute in question arose, Employee lives and works more than 100 miles from Denver, Colorado, then Employee has the option of requesting the arbitration take place in the county in which the Company has an office that is nearest to Employee’s place of residency. Employee understands and agrees that the arbitration shall be entered on instead of any jury trial and that the arbitrator’s award in decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementjurisdiction thereof.

Arbitration. (a) Except as contemplated by Section 9(d) Any dispute, controversy, or Section 11(c) claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, any dispute including claims for tortious interference or controversy other tortious or statutory claims arising under before, during or in connection with after termination, providing only that such claim touches upon matters covered by this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives Agreement, shall be finally settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then (“AAA”) pursuant to the Commercial Arbitration Rules as presently in effectforce, except as modified by the specific provisions of this Agreement. The parties expressly agree that nothing in this Agreement shall prevent the parties from applying to a court that would otherwise have jurisdiction over the parties for provisional or interim measures, including injunctive relief. After the arbitration panel is empaneled, it shall have sole jurisdiction to hear such applications, except that the parties agree that any measures ordered by the arbitrators may be immediately and specifically enforced by a court otherwise having jurisdiction over the parties. The parties agree that judgment on the arbitration award may be entered by any court having jurisdiction thereof. (b) The parties agree that the federal and state courts located in Houston, Texas shall have exclusive jurisdiction over an action brought to enforce the rights and obligations created in or arising from this Agreement to arbitrate, and each of the parties hereto irrevocably submits to the jurisdiction of said courts. Notwithstanding the above, application may be made by a party to any court of competent jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for such enforcement. Process in any action arising out of or relating to this Agreement may be served on any party to the Agreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested. (c) The arbitration shall be conducted before a tribunal composed of three neutral arbitrators drawn from, in the first instance, the Texas Large Complex Claims panel and then, if necessary, from the Commercial panel. Each arbitrator shall sign an oath agreeing to be bound by the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the AAA for Neutral Arbitrators. It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of any arbitrator. Prior to his or her formal appointment, each arbitrator shall disclose to the parties and to the other members of the tribunal, any financial, fiduciary, kinship or other relationship between that arbitrator and any party or its counsel, or between that arbitrator and any individual or entity with any financial, fiduciary, kinship or other relationship with any party. For the purposes of this Agreement, “appearance of impropriety” shall be defined as such relationship or behavior as would cause a reasonable person to believe that bias or partiality on the part of the arbitrator may exist in favor of any party. Any award or portion thereof, whether preliminary or final, shall be in a written opinion containing findings of fact and conclusions of law signed by each arbitrator. The arbitrator dissenting from an award or portion thereof shall issue a dissent from the award or portion thereof in writing, stating the reasons for his or her dissent. The arbitrators shall hear and determine any preliminary issue of law asserted by a party to be dispositive of any claim, in whole or part, in the manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the arbitrators deem appropriate. (d) It is the intent of the parties that, barring extraordinary circumstances, any arbitration hearing shall be concluded within two months of the date the statement of claim is received by the AAA. Unless the parties otherwise agree, once commenced, hearings shall be held 5 days a week, with each hearing day to begin at 9:00 A.M. and to conclude at 5:00 P.M. The parties may upon agreement extend these time limits, or the chairman of the panel may extend them if he or she determines that the interests of justice otherwise require. The arbitrators shall use their best efforts to (i) appoint (or, if applicable, cause issue the American Arbitration Association to appoint) the arbitrator final award or awards within thirty (30) a period of 30 days after closure of the date that proceedings. Failure to do so shall not be a party hereto notifies basis for challenging the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, award. The parties and (ii) cause any arbitration hearing to be held within thirty (30) days arbitrators shall treat all aspects of the date of selection of arbitration proceedings, including without limitation, discovery, testimony and other evidence, briefs and the arbitrator, andaward, as a condition to his or her selectionstrictly confidential. The place of arbitration shall be Houston, such arbitrator must consent to be available for a hearingTexas, at such timeU.S.A. unless otherwise agreed by the parties. (ce) Judgment The parties agree that discovery shall be limited and shall be handled expeditiously. Discovery procedures available in litigation before the courts shall not apply in an arbitration conducted pursuant to this Agreement. However, each party shall produce relevant and non-privileged documents or copies thereof requested by the other parties within the time limits set and to the extent required by order of the arbitrators. All disputes regarding discovery shall be promptly resolved by the arbitrators. No witness or party may be entered required to waive any privilege recognized at law. The parties hereby waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitration tribunal is specially divested of any power to award any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. The party prevailing on the arbitrator’s award in any court having jurisdiction, provided that Executive substantially all of its claims shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pendingrecover its costs, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis including attorneys’ fees, for the dispute. At the close of the arbitration proceedings, as well as for any ancillary proceeding, including a proceeding to compel arbitration, such continued base salary payments may be offset against any damages awarded to Executive request interim measures or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementconfirm or set aside an award.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved Agreement, Employee’s employment by the parties to this Agreement Company or Employee’s compensation and their respective advisors and representatives benefits shall be settled exclusively by final and binding arbitration in SouthfieldDover, Michigan, before one Delaware by an arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Comprehensive Rules of Judicial Arbitration & Mediation Service, Inc. (“JAMS”) in effect at the American Arbitration Association then in effecttime of submission to arbitration. The rules can be found at ▇▇▇▇▇://▇▇▇. (b) ▇▇▇▇▇▇▇.▇▇▇/rules-comprehensive-arbitration/. The parties agree to use their best efforts to (i) appoint (orfollowing claims are excluded from this arbitration provision: claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, if applicableworkers' compensation claims under applicable workers’ compensation laws, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that Employment Development Department claims, ERISA claims covered by an ERISA plan with a dispute resolution provision, or controversy exists any other claims that necessitates are non-arbitrable under applicable state or federal law. Nothing herein shall prevent Employee from filing and pursuing proceedings before the appointment Department of an arbitratorFair Employment and Housing, and the Division of Labor Standards Enforcement, or the United States Equal Employment Opportunity Commission (ii) cause any arbitration hearing although if Employee chooses to pursue a claim following the exhaustion of such remedies, that claim would be held within thirty (30) days subject to the provisions of the date this Agreement). The statutes of selection of the arbitrator, and, as a condition limitations otherwise applicable under law shall apply to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) all Claims made in arbitration. Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive . The arbitration shall be entitled conducted in a procedurally fair manner by a mutually agreed upon neutral arbitrator selected in accordance with the applicable JAMS rules (“Rules”) or if none can be mutually agreed upon, then by one arbitrator appointed pursuant to seek specific performance of Executive’s the Rules; the arbitration shall be conducted confidentially in accordance with the Rules unless provided otherwise by applicable law; the arbitration fees shall be paid by the Company; each party shall have the right to be paid conduct reasonable discovery including depositions, requests for production of documents and such other discovery as permitted under the Rules or ordered by the arbitrator; the arbitrator shall have the authority to participate in benefit programs during award any damages authorized by law for the pendency claims presented, including punitive damages; the decision of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance final and binding on all parties and shall be the exclusive remedy of the terms of this Agreement. If any dispute under this Section 11 parties; and the award shall be pendingin writing in accordance with the Rules, Executive and shall continue be subject to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementjudicial enforcement and review in accordance with applicable law.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofSubject to Sections 11.2 and 11.3, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties Parties fail to resolve their dispute within seven (7) days of the start of the mediation, the Parties will appoint an arbitrator having appropriate experience in the biopharmaceutical industry who will conduct an arbitration of the dispute. If the Parties cannot agree on the selection a mutually acceptable arbitrator within seven (7) days of the arbitratordecision to proceed to arbitration, who shall be selected pursuant either Party may apply to a court of competent jurisdiction to appoint an qualified arbitrator having appropriate experience in the procedures of the American Arbitration Association, and such biopharmaceutical industry. The arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of Arbitration Act, 1991 (Ontario) and the American Arbitration Association then arbitrator shall also be empowered to hear injunctive proceedings in effectaccordance therewith. (b) The parties agree to use their best efforts to (i) appoint (orNotwithstanding Section 11.5 below, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days may include in its award an order as to the payment of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days costs of the date proceedings and reasonable counsel fees. Any Party ordered to pay costs may avail itself of selection any procedure for the taxing of costs, provided, however, that the arbitrator, and, as a condition to his or her selection, Parties specifically agreed that the officer taxing such arbitrator must consent to costs need not be available for a hearing, at such timebound by any statutory scale of costs. (c) Judgment may be entered on The arbitrator will make its decision in writing within fifteen (15) days of the hearing and, unless the Parties otherwise agree, the arbitrator’s reasons will be set out in the award. The award shall be final and binding on the Parties and shall not be subject to any appeal although either Party may request clarification of the award and the arbitrator’s reasons. (d) The Parties consent to the award of the arbitrator being entered in any court having jurisdictionjurisdiction for the purposes of enforcement. In addition, provided that Executive shall be entitled if it appears to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree Party that the arbitrator lacks the power to give effective interim relief, such Party may apply to any appropriate court for such relief. (e) All matters in dispute, all claims, submissions, evidence and findings, and the award itself shall be empowered to enter an equitable decree mandating specific performance kept confidential by the arbitrator, and no information regarding any of the terms of this Agreement. If foregoing will be released to any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum Third Party or otherwise made public without the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close written consent of the arbitrationParties, except as otherwise contemplated herein and except for such continued base salary payments information which is not Confidential Information. (f) The Parties may be offset against any damages awarded to Executive with mutual consent, expand or may be recovered from Executive if it is determined that Executive was not entitled to abridge the continued payment of base salary under the other provisions of time periods provided for in this AgreementArticle 11.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofAny dispute, any dispute claim, or controversy arising under concerning the terms, ----------- meaning, application, or in connection with enforcement of any provision of this Agreement that cannot be mutually resolved through direct discussion or mediation shall be submitted to final and binding arbitration before a neutral arbitrator pursuant to the arbitration procedures set out in this Section ("Procedures") under the auspices of the American Arbitration Association (AAA) at Evansville, Indiana. The AAA Employment Dispute Resolution Rules in effect at the time of the arbitration shall govern arbitration proceedings, except insofar as these Procedures, as they may be amended from time to time, specifically provide otherwise. Executive may initiate a claim or case only by a written notice to Company as provided in this Agreement. Company may likewise initiate a claim or case by a written notice delivered to Executive, as provided in this Agreement. The written notice must set forth the matter in dispute in sufficient detail to advise the non-initiating party of the nature and amount of the dispute or claim, the date(s) of the underlying occurrence(s), and the relief requested. It shall also be the initiating party's responsibility to submit the claim and other required documents and fees to AAA in a timely manner; provided, however, if Executive is fully or partially successful, Company shall reimburse Executive for arbitration fees reasonably incurred. In conducting arbitration proceedings, the AAA-appointed arbitrator shall be authorized to award any relief available under the laws of the United States or the State of Indiana applicable to the claim, dispute, or controversy submitted, where such relief is warranted based on the evidence and the law. Any arbitration award shall be final and binding, and enforceable by an action in any court of competent jurisdiction. No award shall be set aside, or denied enforcement, by any court in any action unless the court finds that the arbitrator purported to resolve claims, disputes, or controversies not within the scope of these Procedures. Adherence to these Procedures, and the agreement of the parties to this Agreement and their respective advisors and representatives to follow them, shall be settled exclusively by enforceable in an action to compel or stay arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures Federal Arbitration Act or the Indiana Uniform Arbitration Act in a court of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effectcompetent jurisdiction. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved or the Executive’s employment by the parties to this Agreement and their respective advisors and representatives Company shall be settled exclusively by arbitration arbitration, conducted before a single neutral arbitrator in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of accordance with the American Arbitration Association, and such arbitration shall be conducted in accordance with the ’s National Rules for Resolution of Employment Dispute Resolution Rules of the American Arbitration Association Disputes as then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) . Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, provided however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 7, 8 or 9 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond, and provided, further, that the Executive shall be entitled to seek specific performance of Executive’s his right to be paid and to participate in benefit programs until the date of employment termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Executive expressly acknowledges and agrees that if the Company and Executive hereby agree has a reasonable good faith belief that the arbitrator shall be empowered to enter an equitable decree mandating specific performance he is in violation of any of the terms of this Agreementrestrictive covenants set forth in said Sections 7, 8 or 9, then the Company, following written notice to the Executive explaining the basis for its belief, may suspend any future payments scheduled to be made pursuant to Section 4, unless and until the Executive establishes to the Company’s reasonable good faith satisfaction that no such violation has occurred. Each party shall pay its own attorneys’ fees and costs. If any dispute under this Section 11 party prevails on a statutory claim which affords attorneys’ fees and costs, the arbitrator may award reasonable attorneys’ fees and/or costs to the prevailing party. The fees and expenses of the arbitrator and the arbitration shall be pending, Executive shall continue to receive at a minimum borne by the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementCompany.

Arbitration. (a) Except as contemplated by Section 9(d7(d) or Section 11(c9(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if the parties such two individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to cause (i) appoint (the two individuals set forth in the preceding Section 9(a), or, if applicable, cause the American Arbitration Association Association, to appoint) appoint the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 9 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) Any and all other disputes, controversies and claims arising out of or Section 11(c) hereofrelating to this Agreement, any dispute or controversy arising under with respect to the interpretation of this Agreement, or in connection with this Agreement that cannot be mutually resolved by the rights or obligations of the parties to this Agreement and their respective advisors successors and representatives permitted assigns, whether by operation of law or otherwise, shall be settled exclusively and determined by arbitration in SouthfieldNew York City, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected New York pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules then existing rules of the American Arbitration Association then in effect("AAA") for commercial arbitration. (b) The parties agree In the event that the Executive disputes a determination that Cause exists for terminating his employment hereunder pursuant to use their best efforts Paragraph 7(b), or the Company disputes the determination that Good Reason exists for the Executive's termination of this Agreement pursuant to Paragraph 7(c), either party disputing this determination shall serve the other with written notice of such dispute (i"Dispute Notice") appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days after the date the Executive is terminated for Cause or the date the Executive terminates this Agreement for Good Reason. Within fifteen (15) days thereafter, the Executive or the Company, as the case may be, shall, in accordance with the Rules of the date that AAA, file a party hereto notifies petition with the other party that a dispute or controversy exists that necessitates AAA for arbitration of the appointment of an arbitratordispute, and (ii) cause any arbitration hearing the costs thereof to be held within thirty (30) days shared equally by the Executive and the Company unless an order of the date of selection AAA provides otherwise. If the Executive serves a Dispute Notice upon the Company, an amount equal to the portion of the arbitratorBase Salary Executive would be entitled to receive hereunder shall be placed by the Company in an interest-bearing escrow account mutually agreeable to the parties or the Company shall deliver an irrevocable letter of credit for such amount plus interest containing terms mutually agreeable to the parties. If the AAA determines that Cause existed for the termination, andthe escrowed funds and accrued interest shall be paid to the Company. However, as a condition in the event the AAA determines that the Executive was terminated without Cause or that Executive resigned for Good Reason, the escrowed funds and accrued interest shall be paid to his or her selection, such arbitrator must consent to be available for a hearing, at such timethe Executive. (c) Judgment may be entered on Any proceeding referred to in Paragraph 9(a) or (b) shall also determine Executive's entitlement to legal fees as well as all other disputes between the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled parties relating to seek specific performance of Executive’s right to be paid 's employment. (d) The parties covenant and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator decision of the AAA shall be empowered final and binding and hereby waive their right to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementappeal therefrom.

Arbitration. (a) Except as contemplated To the maximum extent permitted by Section 9(d) law, all disputes, controversies, claims, or Section 11(c) hereof, demands of any dispute kind or controversy nature arising under or between the parties in connection with this Agreement Agreement, whether at law or in equity or based upon common law or any federal or state statute, rule, or regulation, that cannot be resolved between the parties through NFM’s internal complaint resolution procedures, shall be submitted to binding arbitration by the American Arbitration Association; provided, however, that this arbitration requirement shall not apply to any action by either party to obtain injunctive relief to prevent any violation by the other party of the terms of this Agreement, which injunctive action may be brought in any court of competent jurisdiction. The filing of a claim for injunctive relief shall not allow either party to raise any other claim outside arbitration. Any arbitration commenced hereunder shall be initiated in Boulder, Colorado and shall be governed by the AAA National Rules for the Resolution of Employment Disputes. The arbitration shall occur before a single arbitrator that shall be mutually resolved agreed upon by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if hereto. If the parties cannot agree on the selection of the a single arbitrator, who then an arbitrator shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this AgreementAAA. The Company and Executive hereby agree that the arbitrator shall arbitration must be empowered to enter an equitable decree mandating specific performance filed within six months of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms gives rise to the basis for claim. Each party shall be entitled to take any discovery as is permitted by the applicable rules and the arbitrator. In determining the extent of discovery, the arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication. The findings, conclusions, and award rendered in any arbitration shall be binding upon the parties and shall finally determine all questions of fact relating to the dispute. At Judgment upon the close arbitration award may be entered in the appropriate court, state or federal, having jurisdiction, and each party expressly waives any right to appeal any such judgment rendered by the court. Any party may apply to a court of competent jurisdiction for entry of judgment on the arbitration award. The costs of the arbitrationarbitration shall be advanced equally by the parties, however the prevailing party in any arbitration or other legal action brought to enforce or defend the terms of this Agreement shall be entitled, in addition to any other remedies available to such continued base salary payments party, to an award of reasonable attorney’s fees and costs. Any party may be offset against any damages awarded apply to Executive or may be recovered from Executive if it is determined a court of competent jurisdiction for entry of judgment on the arbitration award. The parties agree that Executive was not entitled failure to comply with the continued payment of base salary under the other provisions of this paragraph shall constitute grounds for the dismissal of any suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any dispute which arises during the period of this Agreement and which is subject to this arbitration agreement. The arbitration provisions of this Agreement are specifically enforceable by each party to the Agreement and shall survive the termination or expiration of the Agreement. THE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALL ARBITRABLE DISPUTES MEANS THE EXECUTIVE IS AGREEING TO WAIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY RIGHT THE EXECUTIVE MAY HAVE TO ASK FOR A JURY OR COURT TRIAL IN ANY DISPUTE WITH THE COMPANY.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofThe parties shall promptly submit any dispute, any dispute claim, or controversy arising under out of or in connection with this Agreement that cannot be mutually resolved by the parties relating to this Agreement and their respective advisors and representatives shall be settled exclusively by (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who (the “Arbitrator”). Binding arbitration shall be selected jointly by the Company and Executivesole means of resolving any dispute, claim, or if controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the parties cannot agree on upon the selection of Arbitrator, the arbitrator, who Arbitrator shall be selected pursuant to by the procedures of the American Arbitration AssociationNew York, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules New York chapter head of the American Arbitration Association then in effect. (b) upon the written request of either side. The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator Arbitrator shall be selected within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timewritten request. (c) Judgment may be entered on The laws of the arbitrator’s award in State of New York shall apply to any court having jurisdictionarbitration hereunder. In any arbitration hereunder, provided that Executive this Agreement shall be entitled governed by the laws of the State of New York applicable to seek specific performance of Executive’s right a contract negotiated, signed, and wholly to be paid performed in the State of New York, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to participate award punitive or other exemplary damages. (d) The arbitration shall be held in benefit programs during New York, New York in accordance with and under the pendency then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein. (e) On application to the Arbitrator, any dispute or controversy arising party shall have rights to discovery to the same extent as would be provided under or in connection with the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement. The Company and Executive hereby agree ; provided, however, that the arbitrator Arbitrator shall limit any discovery or evidence such that his decision shall be empowered rendered within the period referred to enter an equitable decree mandating specific performance in Section 10.1(c). (f) The Arbitrator may, at his discretion and at the expense of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum party who will bear the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close cost of the arbitration, employ experts to assist him in his determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such continued base salary payments costs in such decision. The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be offset entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any damages awarded to Executive claim or may be recovered demand arising out of any arbitration under this Agreement, unless resulting from Executive if it is determined that Executive was not entitled to the continued payment gross negligence or willful misconduct of base salary under the other provisions person indemnified. (j) This arbitration section shall survive the termination of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising a. All disputes under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in SouthfieldMiami, MichiganFlorida, before one a single arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures employment rules of arbitration (the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules "AAA Rules") of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American "AAA"). Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a may be commenced at any time by any party hereto notifies giving written notice (the "Arbitration Notice") to the other party that a such dispute or controversy exists that necessitates has been referred to arbitration under this Section 7. The arbitrator shall be selected by the appointment joint agreement of an arbitratorthe Corporation and Officer, and (ii) cause any arbitration hearing to be held but if they do not so agree within thirty (30) 20 days of after the date of selection the giving of the arbitratorArbitration Notice, andthe selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, as however, that any such award shall be accompanied by a condition to his or her selection, such written opinion of the arbitrator must consent to giving the reasons for the award. This provision for arbitration shall be available for a hearing, at such time. (c) Judgment specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, provided however, that Executive the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party. b. Notwithstanding subsection a. of this Section 7, to the extent that arbitration of a dispute hereunder is not legally permitted such that the parties to such dispute are prohibited at the time of such dispute from mutually agreeing to submit such dispute to arbitration, either party may commence a civil action in a court of appropriate jurisdiction to resolve such dispute. The prevailing party in such proceedings shall be entitled to seek specific performance of Executive’s right recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred in that action or proceeding, in addition to any other relief to which such party may be paid and to participate entitled. c. Nothing contained in benefit programs during this Section 7 shall prevent the pendency of parties from settling any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If by mutual agreement at any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementtime.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration arbitration, conducted before an arbitrator in SouthfieldNew York, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted New York in accordance with the Employment Dispute Resolution Arbitration Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) . Judgment may be entered on the arbitrator’s arbitration award in any court having jurisdiction. Notwithstanding the foregoing, provided (a) the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Articles VI or VII of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond, and (b) the Executive shall be entitled to seek specific performance a restraining order or injunction in any court of Executive’s right competent jurisdiction to be paid and to participate in benefit programs during the pendency prevent any continuation of any dispute violation of the provisions of Section 7.4(b) of this Agreement and the Company hereby consents that such restraining order or controversy arising under or injunction may be granted without requiring the Executive to post a bond. Only individuals who are: (i) lawyers engaged full-time in connection with this Agreementthe practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. The Company Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and Executive hereby conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided, however, that the parties hereto agree that the arbitrator shall not be empowered to enter an equitable decree mandating specific performance of award punitive damages against any party to such arbitration. The arbitrator shall require the terms of this Agreement. If any dispute under this Section 11 non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses shall be pending, Executive shall continue borne equally by the parties thereto. In the event action is brought to receive at a minimum enforce the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementAgreement pursuant to this Section 9.9, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney’s fees and expenses.

Arbitration. Any dispute related to the interpretation of enforcement of this Employment Agreement shall be enforceable only by arbitration in the County of Orange, California (a) Except as contemplated or such other metropolitan area to which the Employer's principal executive offices may be relocated), in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three arbitrators, one of whom shall be selected by Section 9(d) the Employer, the second of whom shall be selected by the Executive and the third party of whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or Section 11(c) hereof, if for any dispute or controversy arising reason arbitration under or in connection with this Agreement that the arbitration rules of the American Arbitration Association cannot be mutually resolved by initiated, or if one of the parties shall fail or refuses to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executiveselect an arbitrator, or if the parties failed or refused to select an arbitrator, or if the arbitrators selected by the Employer and the Executive cannot agree on the selection of the third arbitrator within seven (7) days after such time as the Employer and the Executive have each been notified of the selection of the other's arbitrator, who the necessary arbitrator or arbitrators shall be selected pursuant by the presiding judge of the court of general jurisdiction in the metropolitan area where arbitration under this section would otherwise have been conducted. Each arbitrator selected as provided herein is required to be or have been a director or an executive officer for a corporation whose shares of common stock were listed during at least one year of such service on the New York Stock Exchange or the American Stock Exchange or quoted on the National Association if Securities Dealers Automated Quotations System. The arbitrators shall award to the procedures of Employer its legal fees and expenses incurred in connection with any arbitration proceeding is commenced by the American Arbitration Association, Executive and the Executive has no reasonable basis for initiating such arbitration proceeding. Any award entered by the arbitrators shall be conducted final, binding and nonappealable and judgment may be entered thereon by any party in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award applicable law in any court having jurisdiction, provided that Executive or competent jurisdiction except to the extent an Arbitration award is appealable under applicable law. This arbitration provision shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementspecifically enforceable.

Arbitration. If the grievance is not resolved in Step Three of the Grievance Procedure, either the Association or the District may submit the grievance to arbitration by notifying the other party within ten (a10) Except as contemplated by days after the answer to Step Three. The submission to arbitration shall contain a statement of the issues to be arbitrated, reference to the specific Article and Section 9(d) or Section 11(c) hereofallegedly violated, any dispute or controversy arising under or in connection with this Agreement that cannot the contention of the party filing for arbitration, and shall be mutually resolved signed by the parties Local Association President or his/her designee and the employee involved. Within the ten (10) days following receipt of the written notice of intent to this Agreement and their respective advisors and representatives arbitrate, the Association or a representative of the District shall be settled exclusively by file a demand for arbitration in Southfieldwith the American Arbitration Association, Michigan, before one with a copy to the other party. The arbitrator of exemplary qualifications and stature, who shall then be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant according to the procedures Rules of the American Arbitration Association, and such arbitration . Failure to comply with any of these provisions shall render the grievance non-arbitrable. It shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection function of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive and he/she shall be entitled empowered, except as his/her powers are limited by this Agreement, after due investigation, to seek make a decision in cases of alleged violation of a specific performance Article(s) and Section(s) of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator He/she shall be empowered have no power to enter an equitable decree mandating specific performance add to, subtract from, disregard, alter or modify any of the terms of this Agreement. If He/ she shall have no power to establish salary structures or change any dispute under this Section 11 salary or wage. He/she shall be pending, Executive shall continue to receive at a minimum not substitute his/her judgment for that of the base salary which Executive was receiving immediately prior District's as to the act or omission which forms the basis for the dispute. At the close qualifications and ability of the arbitrationan employee, if such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive judgment was not entitled arbitrary or capricious. In rendering decisions, the arbitrator shall give due regard to the continued payment responsibility of base salary management as conditioned by this Agreement. If the District disputes the arbitrability of any grievance under the other provisions terms of this Agreement, the arbitrator shall have to decide if the grievance is arbitrable before hearing the merits of the grievance. In the event that a case is appealed to an arbitrator on which he/ she has no power to rule, it shall be referred back to the parties without decision or recommendation on its merits. There shall be no appeal from an arbitrator's decision if within the scope of his/her authority as set forth above. It shall be final and binding on the Association, its members, the employee(s) involved, and the District. The fees and expenses of the arbitrator shall be shared equally by the parties. All other costs and expenses of arbitration, including filing fees and witness expenses, shall be borne by the party incurring them.

Arbitration. (a) Except as contemplated by to the extent provided in Section 9(d) 11, in the event that any dispute, controversy or Section 11(c) hereof, any dispute claim arises between the Company or controversy arising under or in connection National and the Executive with this Agreement that cannot be mutually resolved by respect to the parties to subject matter of this Agreement and their respective advisors and representatives the enforcement of rights hereunder, such dispute, controversy or claim shall be settled exclusively resolved by binding arbitration before a panel of three arbitrators selected in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of accordance with the American Arbitration Association, and such Association (the “AAA”). The arbitration shall be conducted in accordance with the Expedited Employment Dispute Resolution Arbitration Rules of the American Arbitration Association then in effect. effect at the time of the arbitration (b) The or such other rules as the parties may agree to use their best efforts to (i) appoint (orin writing), if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days and otherwise in accordance with principles which would be applied by a court of law or equity. The determination reached in such arbitration shall be final and binding on both parties without any right of appeal or further dispute. Execution of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any determination by such arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment panel may be entered on the arbitrator’s award sought in any court having of competent jurisdiction. The arbitrators shall not be bound by judicial formalities and may abstain from following the strict rules of evidence and shall interpret this Agreement as an honorable engagement and not merely as a legal obligation. Unless otherwise agreed by the parties, provided that Executive any such arbitration shall take place in a location selected by the Company which is a convenient forum for such arbitration (taking into account the availability of a sufficient pool of experienced arbitrators) and not more than 100 miles from the Executive’s principal place of employment at the Effective Date (or at such other location as may be agreed upon by the parties), and shall be entitled to seek specific performance conducted in accordance with the Rules of Executive’s right to be paid and to participate in benefit programs during the pendency AAA. In the event of the occurrence of any dispute proceeding (including the appeal of an arbitration decision) between the Company or controversy arising under National and the Executive with respect to the subject matter of this Agreement and the enforcement of rights hereunder, the Company or in connection with this Agreement. The Company National shall reimburse the Executive for all reasonable costs and Executive hereby agree that the arbitrator shall be empowered expenses relating to enter an equitable decree mandating specific performance such proceeding, including reasonable attorneys’ fees and expenses, regardless of the terms final outcome, unless the arbitration panel determines that recovery by the Executive of this Agreementall or a part of such fees, costs and expenses would be unjust. If In no event shall the Executive reimburse the Company for any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, costs and expenses relating to such continued base salary payments may be offset against any damages awarded to Executive litigation or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementproceeding.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration arbitration, conducted before an arbitrator in SouthfieldHouston, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted Texas in accordance with the National Rules for the Resolution of Employment Dispute Resolution Rules Disputes of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) . Judgment may be entered on the arbitrator’s arbitration award in any court having jurisdiction; provided, provided however, that Executive the Company shall be entitled to seek specific performance a restraining order or injunction in any court of Executive’s right competent jurisdiction to be paid and to participate in benefit programs during the pendency prevent any violation or continuation of any dispute violation of the provisions of Articles 9, 10, 11 or controversy 13 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under under, relating to or in connection with this Agreement. The Company Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and Executive hereby agree that expenses if Employee prevails on one material Covered Claim by the arbitrator shall be empowered to enter an equitable decree mandating specific performance of Employee (as determined by the terms of this Agreementarbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 9, 10, 11 or 13, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any dispute Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 11 14.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be pendingmade not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, Executive however, that, upon Employee’s termination of employment with the Company, in no event shall continue to receive at a minimum the base salary which Executive was receiving immediately any additional reimbursement be made prior to the act or omission which forms date that is six months after the basis for date of Employee’s termination of employment to the dispute. At the close extent such payment delay is required under Section 409A(a)(2)(B)(i) of the arbitration, Code. In no event shall any reimbursement be made to Employee for such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it fees and expenses incurred after the date that is determined that Executive was not entitled to 10 years after the continued payment date of base salary under Employee’s termination of employment with the other provisions of this AgreementCompany.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If any dispute arises between the Executive and the Company that the parties cannot resolve themselves, including any dispute over the application, validity, construction, or controversy interpretation of this Agreement, arbitration in accordance with the then-applicable rules of the American Arbitration Association shall provide the exclusive remedy for resolving any such dispute, regardless of its nature; provided, however, that the Company may enforce the Executive's obligations under paragraphs 8 and 9 hereof by an action for injunctive relief and damages in a court of competent jurisdiction at any time prior or subsequent to the commencement of an arbitration proceeding as herein provided. (b) This paragraph 19 shall apply to claims arising under state and federal statutes, local ordinances, and the common law. The arbitrator shall apply the same substantive law that a court with jurisdiction over the parties and their dispute would apply under the terms of this Agreement. The arbitrator's remedial authority shall equal the remedial power that a court with jurisdiction over the parties and their dispute would have. The arbitrator shall, upon an appropriate motion, dismiss any claim brought in arbitration if he or in connection she determines that the claim could not properly have been pursued through court litigation. If the then-applicable rules of the American Arbitration Association conflict with the procedures of this Agreement that paragraph 19, the latter shall apply. (c) If the parties cannot be mutually resolved agree upon an arbitrator, the parties shall select a single arbitrator from a list of seven arbitrators provided by the parties to this Agreement and their respective advisors and representatives New York, New York office of the American Arbitration Association. All seven listed arbitrators shall be settled exclusively by arbitration retired judges experienced in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if employment law and/or persons actively involved in hearing private cases. If the parties cannot agree on selecting an arbitrator from that list, then the selection parties shall alternately strike names from the list, with the first party to strike being determined by lot. After each party has used three strikes, the remaining name on the list shall be the arbitrator. (d) Each party may be represented by counsel or by another representative of the party's choice, and each party shall pay the costs and fees of its counsel or other representative and its own filing or administrative fees. The non-prevailing party (as determined by the arbitrator) shall bear the fees and costs of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (e) The arbitrator shall render an award and opinion in the form typical of those rendered in labor arbitrations, and that award shall be final and binding and non-appealable. To the extent that any part of this paragraph 19 is found to be legally unenforceable for any reason, that part shall be modified or deleted in such a manner as to render this paragraph 19 (or the remainder of this paragraph) legally enforceable and as to ensure that except as provided in clause (b) of this paragraph 19, all conflicts between the Company and the Executive shall be resolved by neutral, binding arbitration. The remainder of this paragraph 19 shall not be affected by any such modification or deletion but shall be construed as severable and independent. If a court finds that the arbitration procedures of this paragraph 19 are not absolutely binding, then the parties agree intend any arbitration decision to use their best efforts to (i) appoint (orbe fully admissible in evidence, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days given great weight by any finder of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorfact, and (ii) cause any arbitration hearing treated as determinative to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timemaximum extent permitted by law. (cf) Judgment may be entered on Unless the arbitrator’s award parties agree otherwise, any arbitration shall take place in any court having jurisdictionNew York, provided that Executive shall be entitled New York in such location as agreed to seek specific performance of Executive’s right to be paid and to participate in benefit programs during by the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby the Executive. If the parties cannot agree that upon a location for the arbitration, the arbitrator shall be empowered to enter an equitable decree mandating specific performance of determine the terms of this Agreement. If any dispute under this Section 11 shall be pendinglocation within New York, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementNew York.

Arbitration. (a) Except If a grievance alleging that a disciplinary action (reduction in base pay, demotion, involuntary transfer of more than 50 miles by highway, suspension, or dismissal) was taken without cause, is not resolved at Step 2, the PBA representative may appeal the grievance in writing to arbitration on the appropriate form as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or contained in connection with Appendix C of this Agreement that canwithin 10 days following receipt of the decision at Step 2. If a contract language dispute as described in (3), above, is not resolved at Step 3, the PBA representative may appeal the grievance in writing to arbitration on the appropriate form as contained in Appendix C of this Agreement within 10 days following receipt of the decision at Step 3. If, at the initial written step, the PBA declined to represent the grievant because he was not a member of the PBA, the grievant may appeal the grievance to arbitration. The appeal to arbitration shall be mutually resolved by filed with the parties to Department of Management Services on the form contained in Appendix C of this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection include a copy of the arbitratorgrievance forms submitted at Steps 1, who shall be selected pursuant to the procedures 2, and 3 (if applicable) together with all written responses and documents in support of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effectgrievance. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause arbitrator shall be one person from a panel of four arbitrators selected by the American Parties. The Department of Management Services’ Arbitration Association to appoint) Coordinator shall schedule the arbitration hearing with the state and PBA representatives and the arbitrator within thirty (30) days of listed next on the date that a party hereto notifies panel in rotation and shall coordinate the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorarbitration hearing time, date, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timelocation. (c) Judgment At least fifteen days before the scheduled date of the arbitration hearing, the parties shall file with the arbitrator, and provide to each other, a list of witnesses to be called at the hearing, except rebuttal witnesses, and a brief statement of the material facts or matters relevant to the grievance about which each witness will testify. A party may file a written request with the arbitrator, with a concurrent copy to the other party, for an exception to the filing time limits for good cause. If such exception is granted, the other party may request that the hearing be entered rescheduled if necessary for the party to respond to the late filed witness information. (d) The parties may, by agreement in writing, submit related grievances for hearing before the same arbitrator. Arbitration hearings shall be scheduled as soon as feasible but not more than five months following the receipt of the Request for Arbitration Form. If the arbitrator initially selected is not available to schedule within this period, the Arbitration Coordinator shall contact succeeding arbitrators on the panel until an arbitrator is identified who can schedule within the prescribed period. A party may request of the arbitrator’s award in any court having jurisdiction, provided that Executive with notice to the other party and the Arbitration Coordinator, an extension of time/continuance based on documented unusual and compelling circumstances. The parties may agree to schedule a hearing beyond the five-month deadline. The Arbitration Coordinator shall schedule arbitration hearings at times and locations agreed to by the parties, taking into account the availability of evidence, location of witnesses and existence of appropriate facilities, as well as other relevant factors; however, unless agreed otherwise, all hearings shall be entitled held within 50 miles of the grievant(s)’ place of work. (e) Where there is a threshold issue regarding arbitrability, including timeliness, of a grievance raised by either party, an expedited arbitration hearing shall be conducted to seek specific performance address only the arbitrability issue. In such cases, the parties shall choose an arbitrator from the panel of Executive’s right arbitrators (see (5)(b) above), who is available to be paid schedule a hearing and to participate in benefit programs during the pendency render a decision within 15 days of any dispute or controversy arising under or in connection with an arbitrator being chosen for this Agreementlimited purpose. The Company hearing on this issue shall be limited to one day, and Executive hereby agree that the arbitrator shall be empowered required to enter decide the issue within five business days of the hearing. The hearing shall be conducted by telephone upon the agreement of the parties and the arbitrator. The party losing the arbitrability issue shall pay the fees and expenses of the expedited arbitration. If the arbitrator determines that the issue is arbitrable, another arbitrator shall be chosen from the parties’ regular arbitration panel in accordance with the provisions of (5)(b) of this Article to conduct a hearing on the substantive issue(s). (f) The arbitrator may fashion an equitable decree mandating appropriate remedy to resolve the grievance and, provided the decision is in accordance with his jurisdiction and authority under this Agreement, shall be final and binding on the state, the PBA, the grievant(s), and the employees in the bargaining unit. In considering a grievance the arbitrator shall be governed by the following provisions and limitations: 1. The arbitrator shall issue a decision not later than 22 days from the date of the closing of the hearing or the submission of briefs, whichever is later. 2. The arbitrator’s decision shall be in writing, shall be determined by applying a preponderance of the evidence standard, and shall set forth the arbitrator’s opinion and conclusions on the issue(s) submitted. 3. The arbitrator shall have no authority to determine any other issue, and shall refrain from issuing any statement of opinion or conclusion not essential to the determination of the issues submitted. 4. The arbitrator shall limit the decision strictly to the application and interpretation of the specific performance provisions of this Agreement. 5. The arbitrator shall be without power or authority to make any decisions that are: a. Contrary to or inconsistent with, adding to, subtracting from, or modifying, altering or ignoring in any way, the terms of this Agreement. If , or of applicable law or rules or regulations having the force and effect of law. b. Limiting or interfering in any dispute under this Section 11 shall be pendingway with the power, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close duties and responsibilities of the arbitrationstate under its Constitution, applicable law, and rules and regulations having the force and effect of law, except as such continued base salary payments may be offset against any damages awarded to Executive powers, duties and responsibilities have been abridged, delegated or may be recovered from Executive if it is determined that Executive was not entitled to modified by the continued payment of base salary under the other express provisions of this Agreement. 6. The arbitrator’s award may include back pay, to the Grievant(s); however, the following limitations shall apply to such monetary awards: a. An award of back pay shall not exceed the amount of pay the grievant would otherwise have earned at his regular rate of pay, shall be reduced by the amount of wages earned from other sources or monies received as reemployment assistance benefits during the back pay period, shall not include punitive damages, shall not be retroactive to a date earlier than 15 days prior to the date the grievance was initially filed. b. If the Association is granted a continuance to reschedule an arbitration hearing over the objection of the agency, the agency will not be responsible for back pay for the period between the original hearing date or the end of the five month period described in (5)(d), above, whichever is later, and the rescheduled date. (g) The fees and expenses of the arbitrator shall be borne solely by the party who fails to prevail in the hearing; however, each party shall be responsible for compensating and paying the expenses of its own representatives, attorneys and witnesses. The arbitrator shall submit his fee and expense statement to the Arbitration Coordinator for processing in accordance with the arbitrator’s contract. Should the arbitrator fashion an award in such a manner that the grievance is sustained in part and denied in part, the state and the PBA will evenly split the arbitrator’s fee and expenses. (h) A party may schedule a stenotype reporter to record the proceedings. Such party is responsible for paying the appearance fee of the reporter. If either party orders a transcript of the proceedings, the party shall pay for the cost of the transcript and provide a photocopy to the arbitrator. The party shall also provide a photocopy of the transcript to the other party upon written request and payment of copying expenses ($.15 per page). (i) The PBA will not be responsible for costs of an arbitration to which it was not a Party.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofAny controversy, any dispute or controversy claim arising under or in connection with out of this Agreement that cannot be mutually resolved or the refusal by any party hereto to perform the parties to this Agreement and their respective advisors and representatives whole or any part thereof, shall be settled exclusively determined by arbitration arbitration, in Southfieldthe City of Columbus, MichiganFranklin County, before one arbitrator of exemplary qualifications and statureOhio, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Commercial Arbitration Rules of the American Arbitration Association then or any successor organization, except as otherwise set forth in effect. this Section 9.10. The party demanding arbitration shall serve notice in writing upon all other parties hereto, setting forth in detail the controversy, dispute or claim with respect to which arbitration is demanded, and the parties shall thereupon endeavor to agree upon an arbitration board, which shall consist of three members (b) The “Arbitration Board”). If all the parties hereto fail so to agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within a period of thirty (30) days from the original notice, the party demanding arbitration may, by written notice to all other parties hereto, direct that any members of the date Arbitration Board that a party have not been agreed to by the parties shall be selected by the American Arbitration Association, or any successor organization. No person shall be eligible for appointment to the Arbitration Board who is an officer, employee, shareholder of or otherwise interested in any of the parties hereto notifies or in the other party that a matter sought to be arbitrated. The Arbitration Board shall afford adequate opportunity to all parties hereto to present information with respect to the controversy, dispute or controversy exists claim submitted to arbitration and may request further information from any party hereto; provided, however, that necessitates the appointment of an arbitratorparties hereto may, by mutual agreement, specify the rules which are to govern any proceeding before the Arbitration Board and (ii) cause any arbitration hearing limit the matters to be held within thirty (30) days considered by the Arbitration Board, in which event the Arbitration Board shall be governed by the terms and conditions of such agreement. The determination or award of the date Arbitration Board shall be made upon a determination of selection a majority of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on members thereof. The findings and award of the arbitrator’s award in any court having jurisdiction, provided that Executive Arbitration Board shall be entitled final and conclusive with respect to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any controversy, dispute or controversy arising under or in connection with this Agreementclaim submitted for arbitration and shall be binding upon the parties hereto, except as otherwise provided by law. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance award of the terms of this Agreement. If any dispute under this Section 11 Arbitration Board shall be pending, Executive shall continue to receive at a minimum specify the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close manner and extent of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to division of the continued payment costs of base salary under the other provisions of this Agreement.arbitration proceeding among the parties hereto

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofSubject to Sections 10.2 and 10.3, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties Parties fail to resolve their dispute within seven (7) days of the start of the mediation, the Parties will appoint an arbitrator having appropriate experience in the biopharmaceutical industry who will conduct an arbitration of the dispute. If the Parties cannot agree on the selection a mutually acceptable arbitrator within seven (7) days of the arbitratordecision to proceed to arbitration, who shall be selected pursuant either Party may apply to a court of competent jurisdiction to appoint an qualified arbitrator having appropriate experience in the procedures of the American Arbitration Association, and such biopharmaceutical industry. The arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of Arbitration Act, 1991 (Ontario) and the American Arbitration Association then arbitrator shall also be empowered to hear injunctive proceedings in effectaccordance therewith. (b) The parties agree to use their best efforts to (i) appoint (orNotwithstanding Section 10.5 below, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days may include in its award an order as to the payment of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days costs of the date proceedings and reasonable counsel fees. Any Party ordered to pay costs may avail itself of selection any procedure for the taxing of costs, provided, however, that the arbitrator, and, as a condition to his or her selection, Parties specifically agreed that the officer taxing such arbitrator must consent to costs need not be available for a hearing, at such timebound by any statutory scale of costs. (c) Judgment may be entered on The arbitrator will make its decision in writing within fifteen (15) days of the hearing and, unless the Parties otherwise agree, the arbitrator’s reasons will be set out in the award. The award shall be final and binding on the Parties and shall not be subject to any appeal although either Party may request clarification of the award and the arbitrator’s reasons. (d) The Parties consent to the award of the arbitrator being entered in any court having jurisdictionjurisdiction for the purposes of enforcement. In addition, provided that Executive shall be entitled if it appears to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree Party that the arbitrator lacks the power to give effective interim relief, such Party may apply to any appropriate court for such relief. (e) All matters in dispute, all claims, submissions, evidence and findings, and the award itself shall be empowered to enter an equitable decree mandating specific performance kept confidential by the arbitrator, and no information regarding any of the terms of this Agreement. If foregoing will be released to any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum Third Party or otherwise made public without the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close written consent of the arbitrationParties, except as otherwise contemplated herein and except for such continued base salary payments information which is not Confidential Information. (f) The Parties may be offset against any damages awarded to Executive with mutual consent, expand or may be recovered from Executive if it is determined that Executive was not entitled to abridge the continued payment of base salary under the other provisions of time periods provided for in this AgreementArticle 10.

Arbitration. Any dispute, controversy, or claim arising out of or related to this Agreement or any breach of this Agreement or the Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration with the exception of the following claims by Executive: (a1) Except as contemplated for state Workers’ Compensation benefits; (2) for unemployment insurance benefits filed with the appropriate government entity; (3) arising under a benefit plan where the plan expressly specifies a separate arbitration procedure; (4) arising under the National Labor Relations Act and filed through a charge with the National Labor Relations Board; (5) for sexual harassment or sexual assault under state or federal law; or (6) which are otherwise expressly prohibited by Section 9(d) or Section 11(c) hereoflaw from being subject to arbitration under this Agreement. Executive and the Companies expressly acknowledge and agree that by entering into this Agreement, Executive and the Companies waive any right to a jury trial on any dispute or controversy arising claim that is subject to binding arbitration under or in connection with this Agreement. Any arbitration under this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected conducted pursuant to the procedures of the American Employment/Workplace Arbitration Association, Rules and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules Mediation Procedures of the American Arbitration Association (“AAA”) then in effect. Any arbitration shall be heard before a single arbitrator and shall be held in ________, California. A. All aspects of the arbitration, including without limitation, the record of the proceeding and any award or findings by the arbitrator, are confidential and shall not be open to the public except: (b1) The to the extent the parties agree otherwise in writing, (2) as may be appropriate in any subsequent proceedings between the parties, or (3) as may otherwise be appropriate in response to use their best efforts a governmental agency or legal process, provided that the party upon whom such process is served shall give immediate notice of such process to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party and afford the other party an appropriate opportunity to object to such process. B. Executive and the Companies will share the costs of arbitration equally except that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of Companies will bear the date of selection cost of the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if Executive were to bring the dispute or claim in court. Each party will be responsible for its own attorney’s fees, andand the arbitrator may not award attorney’s fees unless a statute or contract at issue specifically authorizes such an award. Injunctive relief and other provisional remedies will be available in accordance with Section 1281.8 of the California Code of Civil Procedure and Federal Rule of Civil Procedure 65. Nothing in this Section XIII shall prohibit either party from seeking provisional remedies, including without limitation preliminary injunctions and temporary restraining orders, in a court of competent jurisdiction. C. To the fullest extent permitted by law, and notwithstanding anything else in this Agreement, Executive and the Companies agree that any claims brought by the Companies (or one of its parents, subsidiaries or affiliates), by Executive or on Executive’s behalf shall be decided by the arbitrator on an individual basis and not on a class, collective or representative basis. Accordingly, class, collective and representative actions are not permitted under this Agreement. The arbitrator shall not have the authority or jurisdiction to hear the arbitration as a condition class, collective or representative action or to his join or her selectionconsolidate causes of action of different parties into one proceeding. To the fullest extent permitted by law, Executive and the Companies agree to waive, to the maximum extent possible, any rights to bring or participate in class, collective or representative actions with respect to any claims. Notwithstanding the foregoing, if and to the extent applicable law precludes you or the Companies from waiving any right to bring class, collective or representative claims, and provided that the applicable law is not preempted by the Federal Arbitration Act or other federal law, then Executive and the Companies agree that such arbitrator must consent class, collective or representative claims shall not be subject to the terms of this Agreement and shall be available for heard by a hearing, at such timecourt of competent jurisdiction. (c) Judgment may D. Except upon a substantial showing of good cause, discovery will be entered on limited to the arbitrator’s award in any court having jurisdictionexchange of relevant documents and three depositions per side. Upon request, provided that Executive either party shall be entitled to seek specific receive, prior to the final hearing, information and copies of documents that meet the criteria for discovery. Upon request, Executive shall also be entitled to a true copy of his or her employment records kept in the ordinary course of business (including, without limitation any and all performance evaluations), other than records relating to pre-employment procedures and any reference checks, subject to any condition or limitation imposed by the arbitrator upon a showing of Executive’s right good cause. Any dispute relative to discovery shall be paid presented to the arbitrator for final and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreementbinding resolution. The Company arbitrator will have the authority to hear and Executive hereby agree that the grant motions, including but not limited to motions for summary judgment and summary adjudication. E. The arbitrator shall issue a final and binding award that shall contain the essential findings of fact and conclusions of law on which the decision is based. Judgment upon the award may be empowered to enter an equitable decree mandating specific performance entered, and enforcement may be sought, in any court of competent jurisdiction. F. The arbitrator shall apply the substantive federal, state, and/or local law of the terms jurisdiction where Executive is or was employed by the Companies, as applicable, to any claims and defenses asserted by the parties. G. The arbitrator shall have the exclusive authority and jurisdiction to resolve any issue relating to the formation or enforceability of this Agreement. If , or any dispute issue relating to whether a claim is subject to arbitration under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) 14.1 Except as contemplated by Section 9(d) with regard to Paragraph 12.1 hereof and any other matters that are not a proper subject of arbitration, all disputes between the parties hereto concerning the performance, breach, construction or Section 11(c) hereofinterpretation of this Agreement or any portion thereof, any dispute or controversy arising under or in connection with any manner arising out of this Agreement that cannot be mutually resolved by or the parties to this Agreement and their respective advisors and representatives performance thereof, shall be settled exclusively by arbitration submitted to binding arbitration, in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by accordance with the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures rules of the American Arbitration Association, and such which arbitration shall be conducted carried out in accordance with the Employment Dispute Resolution Rules manner hereinafter set forth. 14.2 Within twenty (20) days after written notice by one party to the other of its demand for arbitration, which demand shall set forth the name and address of its arbitrator, the other party shall select its arbitrator and so notify the demanding party. Within twenty (20) days thereafter, the two arbitrators so selected shall select the third arbitrator. The decision of any two (2) arbitrators shall be binding upon the parties. In default of either side naming its arbitrator as aforesaid or in default of the selection of the said third arbitrator as aforesaid, the American Arbitration Association then shall designate such arbitrator upon the application of either party. The arbitration proceeding shall take place at a mutually agreeable location in effectNassau County, New York or such other location as agreed to by the parties. 14.3 A party who files a notice of demand for arbitration must assert in the demand all claims then known to that party on which arbitration is permitted to be demanded. When a party fails to include a claim through oversight, inadvertence or excusable neglect, or when a claim has matured or been acquired subsequently, the arbitrators may permit amendment. A demand for arbitration shall be made within a reasonable time after the claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim would be barred by the applicable statute of limitations. 14.4 The award rendered by the arbitrators shall be final, binding and conclusive, shall be specifically enforceable, and judgment may be entered upon it in accordance with applicable law in the appropriate court in the State of New York, with no right of appeal therefrom. 14.5 Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be equally shared; provided, however, that, if, in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and of the arbitrators and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if the arbitration proceeding relates to the issue of "cause" for termination of employment, (a) if, in the opinion of a majority of the arbitrators, "cause" existed, the arbitrators shall assess, as part of their award, all of the arbitration expenses of the Company (including reasonable attorneys' fees) and of the arbitrators and the arbitration proceeding against the Employee or (b) The parties agree to use their best efforts to (i) appoint (orif, if applicable, cause in the American Arbitration Association to appoint) the arbitrator within thirty (30) days opinion of a majority of the date that a party hereto notifies arbitrators, "cause" did not exist, the other party that a dispute or controversy exists that necessitates the appointment arbitrators shall assess, as part of an arbitratortheir award, and (ii) cause any arbitration hearing to be held within thirty (30) days all of the date of selection arbitration expenses of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. Employee (cincluding reasonable attorneys' fees) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum arbitrators and the base salary which Executive was receiving immediately prior to arbitration proceeding against the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementCompany.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives It shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection function of the arbitrator, who and he/she shall be selected pursuant empowered, except as his/her powers are limited below, after due investigation, to the procedures make a decision in cases of alleged violation of the American Arbitration Association, specific articles and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules sections of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered Arbitrator: a. Shall have no power to enter an equitable decree mandating specific performance add to, subtract from, disregard, alter or modify any of the terms of this Agreement. If agreement. b. Shall have no power to establish salary schedules or fringe benefits or change any dispute under this Section 11 salary schedules or fringe benefits. c. Shall have no power to rule on any prohibited subjects of bargaining. d. His/her powers shall be pendinglimited to deciding whether the District or the MABA or the building administrator has violated the express written articles or sections of this Agreement, Executive and shall continue not imply obligations and conditions binding upon the District or the MABA from this agreement. e. There shall be no appeal from an arbitrator’s decision, if within the scope of his/her authority, as set forth above. It shall be binding on the MABA, its building administrators, the employee or employees involved, and the District. f. The fees and expenses of the arbitrator shall be shared equally by the District and the MABA. All other expenses shall be borne by the party incurring them, and neither party shall be responsible for the expense of witnesses called by the other. g. All grievances must be filed in writing within five (5) working days from the time the member knew or should have known that the alleged violation had occurred. The District shall not be required to receive at a minimum the base salary which Executive was receiving immediately pay back wages more than five (5) days prior to the act or omission which forms date a grievance is filed. 1. All claims for back compensation shall be limited to the basis for amount of wages that the dispute. At building administrator would otherwise have earned, less any compensation that he/she may have received from any source during the close period of the arbitration, such continued base salary payments may be offset against back pay claim. 2. No decision in any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the one case shall require a retroactive wage adjustment in any other provisions of this Agreementcase.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy between the Parties arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives or Executive’s hire, employment, or termination from employment shall be settled exclusively by arbitration arbitration, conducted before an arbitrator in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted Hawaii in accordance with the Employment Dispute Resolution Rules employment rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) . Judgment may be entered on the arbitrator’s arbitration award in any court having jurisdiction, provided provided, however, that Executive the Company shall be entitled to seek specific performance a restraining order or injunction in any court of Executive’s right competent jurisdiction to be paid and to participate in benefit programs during the pendency prevent any continuation of any dispute or controversy arising under or in connection with this Agreement. The Company violation of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the closure of the arbitration record, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties agree that the arbitrator shall not be empowered to enter an equitable decree mandating specific performance of the terms award punitive damages against any party to such arbitration in connection with claims arising out of this Agreement. If any dispute under this Section 11 The arbitrator, as permitted by law, shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be pending, Executive shall continue borne equally by the parties thereto. In the event action is brought to receive at a minimum enforce the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementAgreement pursuant to this Section 15, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties to the extent determined to be appropriate by the arbitrator, acting in its sole discretion.

Arbitration. 1. If the grievance has not been satisfactorily resolved within the grievance procedure, the Association may request a review by an impartial arbitrator, provided such request is filed in writing with the Director of Labor Relations no later than fourteen (a14) Except calendar days after the rendering of the decision, by the Director of the Department or designee. Upon receipt of a timely written request, the Director of Labor Relations will set forth in motion the necessary machinery to schedule the arbitration hearing. Matters that are not subject to review as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with grievances are non-arbitrable and shall not be scheduled for arbitration. 2. The Parties to this Agreement that will attempt to mutually agree upon an independent arbitrator. If this cannot be mutually resolved by done, a panel or panels will be immediately requested from the parties to this Agreement and their respective advisors and representatives American Arbitration Association. Requests for arbitration shall not be unduly delayed. 3. The arbitration shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by conducted under the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures labor rules of the American Arbitration Association. Subject to the following, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that shall have jurisdiction and authority to decide a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, grievance as defined and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award submitted in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall have no authority to change, amend, add to, subtract from, ignore, modify, nullify, or otherwise alter or supplement this Agreement or any part thereof or any amendment thereto. The arbitrator shall have no authority to consider or rule upon any matter which is not a grievance as defined in this Agreement and his authority shall be empowered limited to enter an equitable decree mandating specific performance the interpretation of the terms of this Agreement. 4. If any dispute under this Section 11 The arbitrator may not issue declaratory or advisory opinions and shall confine himself exclusively to the question which is presented to him, which question must be actual and existing. 5. At the request of either party there shall be pendinga certified court reporter at the hearing. 6. The parties shall bear equally the expenses and fees of the mutually agreed upon court reporter, Executive the expenses and fees of the arbitrator and all other expenses connected with a hearing. Each party shall continue bear the expense of its own witnesses, representatives, attorneys and all other individual expenses. Employees required to receive at a minimum testify will be made available, however, whenever possible, they shall be placed on call to minimize time lost from work. Employees who have completed their testimony shall return to work unless they are the base salary which Executive was receiving immediately prior grievant or are directly required to assist the act or omission which forms principal Association Representative in the basis for conduct of the disputecase. At In class grievances, the class shall be represented by the Association President. The intent of the parties is to minimize time lost from work. 7. The award of the arbitrator shall be final and binding when made in accordance with the jurisdiction and authority of this Agreement. The arbitrator shall make his award within 30 days of the close of the arbitrationhearing and shall promptly furnish copies to both parties. 8. Matters excluded from the Grievance Procedure under Article 7, such continued base salary payments may Section 3, shall be offset against any damages awarded to Executive or may be recovered excluded from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementArbitration.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofAny controversy, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by claim (collectively, a "DISPUTE") between the parties arising out of or relating to this Agreement and their respective advisors and representatives Agreement, or the breach, termination or validity thereof, shall be finally settled exclusively by arbitration in Southfieldaccordance with the commercial arbitration rules of the American Arbitration Association ("AAA") then pertaining. However, Michiganin all events, these arbitration provisions shall govern over any conflicting rules that may now or hereafter be contained in the AAA rules. The arbitration shall be held in the State of New York unless the parties mutually agree to have the arbitration held elsewhere, and judgment upon the award made therein may be entered by any court having jurisdiction in the State of New York; provided however, that nothing contained in this Article XVII shall be construed to limit or preclude a party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement during the pendency of the arbitration proceedings. Any judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the subject matter hereof. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve any claim hereunder. Any such arbitration will be conducted before one a single arbitrator of exemplary qualifications and stature, who shall be selected jointly chosen by agreement of the Company and Executiveparties, or or, if the parties cannot agree on the selection of the arbitratoragree, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules rules of the American Arbitration Association then AAA. The arbitrator shall permit such discovery as he shall determine is appropriate in effect. the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. Any such discovery shall be limited to information directly related to the controversy or claim in arbitration and shall be concluded within sixty (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (3060) days after appointment of the date that a third arbitrator. The substantially prevailing party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause in any arbitration hearing to be held within thirty (30) days of the date of selection of hereunder, as determined by the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance an award of Executive’s right a percentage of its reasonable costs incurred in connection therewith, including attorneys' fees, determined by dividing the amount actually awarded to the prevailing party by the amount claimed by the prevailing party. For any Dispute submitted to arbitration, the burden of proof will be paid and to participate as it would be if the claim were litigated in benefit programs during a judicial proceeding. Upon the pendency conclusion of any dispute or controversy arising under or in connection arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision reached and will deliver such documents to each party to this Agreement along with this Agreementa signed copy of the award. The Company and Executive hereby agree that arbitrator chosen in accordance with these provisions will not have the arbitrator shall be empowered power to enter an equitable decree mandating specific performance of alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. If any dispute under this Section 11 Agreement and shall be pending, Executive shall continue to receive at a minimum make his decision based on and in accordance with the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except If either the Provider Party or the Administrator Party wishes to pursue the Dispute as contemplated by provided in Section 9(d) or Section 11(c) hereof6.1, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties such party shall submit it to this Agreement and their respective advisors and representatives shall be settled exclusively by binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Commercial Arbitration Rules of the American Arbitration Association then in effect. (b“AAA”). In no event may any arbitration be initiated more than one (1) The parties agree to use their best efforts to (i) appoint (oryear following, if as applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days end of the date that a party hereto notifies the other party that a dispute sixty (60) day negotiation period set forth in Section 6.1, or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be bound by controlling law. The Parties, CCHN and the Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys’ fees related to the arbitration except that the AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, and, as a condition although such party shall be obligated to his or her selection, such arbitrator must consent to be available for a hearing, file and pursue arbitration at such time. (c) the earliest reasonable opportunity. Judgment on the award rendered may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive jurisdiction thereof. Nothing contained in this Article VI shall be entitled to seek specific performance of Executivelimit a Party’s right to be paid and to participate terminate this Agreement with or without cause in benefit programs during the pendency of any dispute or controversy arising under or in connection accordance with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement7.2.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofAny dispute, any dispute claim or controversy arising under or in connection with this Agreement that cannot be mutually resolved by or Executive’s employment hereunder or the parties termination thereof shall (except to this Agreement and their respective advisors and representatives shall the extent otherwise provided in Section 4(D) with respect to injunctive relief) be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration AssociationAssociation (the “AAA”) and carried out in Cleveland, and such Ohio. The arbitration shall be conducted in accordance with the Employment Dispute Resolution AAA’s Commercial Arbitration Rules in effect at the time of the American Arbitration Association then in effect. arbitration (b) The parties agree to use their best efforts to (i) appoint (orthe “AAA Rules”), if applicableexcept as modified herein. There shall be one arbitrator mutually selected by the Company and Executive, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of receipt by respondent of the date that a party hereto notifies demand for arbitration. If the other party that a dispute Company and Executive cannot mutually agree on an arbitrator within thirty (30) days, then an arbitrator shall be promptly appointed by the AAA in accordance with the AAA Rules. i. The arbitration hearings shall (except to the extent otherwise reasonably provided by the arbitrator for good cause or controversy exists that necessitates as otherwise mutually agreed by the parties) commence within forty-five (45) days after the appointment of an the arbitrator, ; the arbitration shall (except to the extent otherwise reasonably provided by the arbitrator for good cause or as otherwise mutually agreed by the parties) be completed within sixty (60) days of commencement of the hearings; and (ii) cause any arbitration hearing to the arbitrator’s award shall be held made within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, following such arbitrator must consent to be available for a hearing, at such timecompletion. (c) Judgment ii. The arbitrator may be entered on award any form of relief permitted under this Agreement and applicable law, including damages and temporary or permanent injunctive relief, except that the arbitrator’s arbitral tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and recover punitive, exemplary or similar damages with respect to participate in benefit programs during any dispute. The arbitrator shall have no jurisdiction to vary the pendency express terms of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree shall equally bear all costs, fees and expenses of the arbitration, provided, however, that each party shall bear its own attorney’s fees. The arbitrator may award attorney’s fees. The award shall be in writing and shall state the reasons for the award. iii. The decision rendered by the arbitrator shall be empowered to enter an equitable decree mandating specific performance final and binding on the parties and may be entered in any court of the terms of this Agreementcompetent jurisdiction. If any dispute under this Section 11 shall be pendingThe parties waive, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act fullest extent permitted by law, any rights to appeal to, or omission which forms to seek review of such award by, any court. The parties further agree to obtain the basis for arbitral tribunal’s agreement to preserve the dispute. At the close confidentiality of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. The parties shall endeavor to settle all disputes by ----------- amicable negotiations. Any claim, dispute, disagreement or controversy that arises among the parties relating to this Option Agreement (excluding enforcement by the Company of its rights under the Agreement Not to Compete) that is not amicably settled shall be resolved by arbitration, as follows: (a) Any such arbitration shall be heard in the District of Columbia, before a panel consisting of one (1) to three (3) arbitrators, each of whom shall be impartial. Except as contemplated by Section 9(d) or Section 11(c) hereofthe parties may otherwise agree, any dispute or controversy arising under or all arbitrators shall be appointed in connection with this Agreement that cannot be mutually resolved the first instance by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively appropriate official in the District of Columbia office of the American Arbitration Association or, in the event of his or her unavailability by arbitration in Southfieldreason of disqualification or otherwise, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if appropriate official in the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures New York City office of the American Arbitration Association. In determining the number and appropriate background of the arbitrators, the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and such their identity shall be final. Except as otherwise provided in this Section 25, all of the arbitration proceedings shall be conducted in accordance with the Employment Dispute Resolution Rules rules of the American Arbitration Association then in effectarbitrators. (b) The parties agree An arbitration may be commenced by any party to use their best efforts this Option Agreement by the service of a written request for arbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or claim to be arbitrated, and shall be referred by the complaining party to the appointing authority for appointment of arbitrators ten (i10) appoint (or, if applicable, cause days following such service or thereafter. If the American Arbitration Association to appoint) panel of arbitrators is not appointed by the arbitrator appointing authority within thirty (30) days following such reference, any party may apply to any court within the District of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of Columbia for an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, order appointing arbitrators qualified as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeset forth below. (c) All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the award rendered by the arbitrators may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. (e) It is intended that controversies or claims submitted to arbitration under this Section 25 shall remain confidential, provided and to that Executive end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be entitled disclosed to seek specific performance of Executive’s right third persons at any time, except to be paid and the extent necessary to participate enforce an award or judgment or as required by law or in benefit programs during the pendency of any dispute or controversy arising under response to legal process or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the such arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the The parties to this Agreement and their respective advisors and representatives reserve the right to seek equitable relief from any court authorized to issue an injunction or extraordinary writ with respect to any breach or threatened breach of this agreement. Except as so reserved, the parties shall submit any disputes arising under the terms of this Agreement to arbitration as set forth in this paragraph. Except as otherwise provided in this Agreement, all disputes concerning this Agreement shall be settled exclusively decided by arbitration in Southfieldaccordance with the commercial rules and regulations of Judicial Arbitration and Mediation Services ("JAMS"), Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant except to the procedures extent such rules and regulations are inconsistent with the provisions of the American Arbitration Association, and such Section 20 of this document. All arbitration proceedings hereunder shall be conducted in accordance with the Employment Dispute Resolution Rules Orange County California. The substantive law of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) State of California shall be applied by the arbitrator within thirty (30) days to the resolution of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance the decision of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of based upon the terms express terms, covenants and conditions of this Agreement. If any the parties to the dispute under this Section 11 agree on one arbitrator, the arbitration shall be pending, Executive shall continue to receive at a minimum conducted by such arbitrator. If the base salary which Executive was receiving immediately prior parties to the act dispute do not so agree, they shall request JAMS to provide a list of three (3) potential arbitrators, each party shall notify JAMS of one (1) of the potential arbitrators on the list who is not acceptable to such party, and the potential arbitrator on the list who is not identified by the parties as unacceptable shall be the arbitrator who will conduct the arbitration. Each party to the dispute reserves the right to object to any individual arbitrator who is employed by or omission which forms affiliated with another party. The parties to the basis dispute shall have the right to conduct discovery as specified for up to one month. Such discovery shall include the disputeright to take depositions and subpoena witnesses. At the close request of the arbitrationExecutive Director/CEO, arbitration proceedings shall be conducted in the utmost confidentiality. In such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator in confidentiality under seal, available for the inspection only of the parties to the dispute and their respective attorneys and experts who have agreed in advance in writing to receive and maintain all such information in confidence until such information becomes generally known. The arbitrator shall issue a written opinion of the arbitrator's findings of fact and conclusions of law. The arbitrator shall be able to decree any and all relief of an equitable nature, including, without limitation, such continued base salary payments relief as a temporary restraining order and a preliminary or permanent injunction, and shall also be able to award damages, with or without an accounting, and costs, except that the prevailing party shall be entitled to its reasonable attorneys’ fees. The decrees or judgment of an award rendered by the arbitrators shall be binding upon the parties and may be offset against entered in any damages awarded court having jurisdiction thereof. Reasonable notice of the time and place of arbitration shall be given to Executive all persons as required by law. Such persons and their authorized representative shall have the right to attend or may participate in all the arbitration hearings in such manner as the law requires. Costs and expenses of arbitration shall be recovered from Executive if it is determined that Executive was not entitled to borne by the continued payment of base salary under the other provisions of this AgreementCharter School.

Arbitration. The parties shall endeavor to settle all disputes by ----------- amicable negotiations. Any claim, dispute, disagreement or controversy that arises among the parties relating to this Option Agreement (excluding enforcement by the Company of its rights under the Agreement Not to Compete) that is not amicably settled shall be resolved by arbitration, as follows: (a) Any such arbitration shall be heard in the District of Columbia, before a panel consisting of one (1) to three (3) arbitrators, each of whom shall be impartial. Except as contemplated by Section 9(d) or Section 11(c) hereofthe parties may otherwise agree, any dispute or controversy arising under or all arbitrators shall be appointed in connection with this Agreement that cannot be mutually resolved the first instance by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively appropriate official in the District of Columbia office of the American Arbitration Association or, in the event of his or her unavailability by arbitration in Southfieldreason of disqualification or otherwise, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if appropriate official in the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures New York City office of the American Arbitration Association. In determining the number and appropriate background of the arbitrators, the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and such their identity shall be final. Except as otherwise provided in this Section 26, all of the arbitration proceedings shall be conducted in accordance with the Employment Dispute Resolution Rules rules of the American Arbitration Association then in effectarbitrators. (b) The parties agree An arbitration may be commenced by any party to use their best efforts this Option Agreement by the service of a written request for arbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or claim to be arbitrated, and shall be referred by the complaining party to the appointing authority for appointment of arbitrators ten (i10) appoint (or, if applicable, cause days following such service or thereafter. If the American Arbitration Association to appoint) panel of arbitrators is not appointed by the arbitrator appointing authority within thirty (30) days following such reference, any party may apply to any court within the District of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of Columbia for an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, order appointing arbitrators qualified as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeset forth below. (c) All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the award rendered by the arbitrators may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. (e) It is intended that controversies or claims submitted to arbitration under this Section 26 shall remain confidential, provided and to that Executive end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be entitled disclosed to seek specific performance of Executive’s right third persons at any time, except to be paid and the extent necessary to participate enforce an award or judgment or as required by law or in benefit programs during the pendency of any dispute or controversy arising under response to legal process or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the such arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that canIf the Claim is not be mutually resolved by negotiation by the parties conclusion of the negotiation period referred to this Agreement and their respective advisors and representatives above, such Claim shall be settled exclusively resolved by final and binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Title 9 of the U.S. Code. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (a) Any Participating Party desiring to commence arbitration shall send a written notice (an "Arbitration Notice") to the other Participating Parties and to the AAA describing the dispute and setting forth the matters to be resolved by the arbitration. Within ten Business Days of the date of such notice (the "Notice Period"), any other Participating Party may, if such Participating Party does not agree with the description or statement of matters to be resolved, send an Arbitration Notice to the other Participating Parties and to the AAA describing the dispute and setting forth the matters to be resolved by the arbitration. Within ten Business Days of the end of the Notice Period, the Participating Parties shall, if they can agree, select an arbitrator to resolve the dispute. In the event that the Participating Parties have not selected an arbitrator within ten Business Days of the end of the Notice Period, then the dispute shall be resolved by majority decision of a panel of three arbitrators, selected by the AAA in effectaccordance with its rules. (b) The parties agree to use their best efforts to (i) appoint (orIn selecting arbitrators, if applicable, cause the American Arbitration Association to appoint) Participating Parties or the arbitrator within thirty (30) days of AAA shall select persons who are experienced in and knowledgeable about the date that a party hereto notifies the other party that a dispute information technology and telecommunications industries and are rendering no advice or controversy exists that necessitates the appointment of an arbitratorservices to, and (ii) cause within the past two years have rendered no material advice or services to, any arbitration hearing party to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timethis Agreement. (c) Judgment The place of arbitration shall be Austin, Texas. (d) The arbitrator(s) shall have no authority to award punitive damages or any other damages not measured by the prevailing party's actual damages, and may be entered on the arbitrator’s award not, in any court having jurisdictionevent, provided make any ruling, finding or award that Executive shall be entitled does not conform to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions and conditions of this Agreement. (e) At any time after the commencement of a proceeding hereunder, any Party may make an application to the arbitrators seeking injunctive relief until such time as the arbitration award is rendered or the controversy is otherwise resolved. Any Participating Party may also apply to any court having jurisdiction hereof at any time to seek injunctive relief until such time as the arbitration award is rendered or the controversy is otherwise resolved. (f) The award shall be made within one month of filing of the Arbitration Notice, and the arbitrator(s) shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the parties or by the arbitrator(s) if necessary. The failure to meet these time limits shall not invalidate the award when rendered. (g) Except as required by law or by regulation, or with the consent of all parties involved in the proceeding, no party hereto shall disclose or disseminate any information relating to a Claim or to the dispute resolution proceedings called for hereby except for disclosure to those of its officers, employees, accountants, attorneys and agents whose duties reasonably require them to have access to such information. (h) The Participating Parties in the arbitration shall share equally the costs and expenses of the arbitration. Each Participating Party shall otherwise bear its own fees and expenses.

Arbitration. (a) Except as contemplated I hereby agree to submit all claims against the manufacturers or distributors of the rental equipment rented and/or used by Section 9(d) or Section 11(c) hereofme at Mohawk to binding arbitration. I further agree to submit any other dispute with Mohawk, which arises from use of the equipment and/or skiing at Mohawk Mountain Ski Area, Inc. to binding arbitration. For any dispute or controversy arising under or in connection with submitted to binding arbitration pursuant to this Agreement that cannot agreement, there shall be mutually resolved a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by each party) and one neutral arbitrator (collectively, the “Panel”), to be chosen by the parties party-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to this Agreement and their respective advisors and representatives agree on a third, neutral arbitrator, the neutral arbitrator shall be settled exclusively appointed by the United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the costs associated with the party-appointed arbitrators, and the parties shall share equally the costs associated with the neutral arbitrator. The arbitration proceeding shall proceed in SouthfieldWest Hartford, Michigan, before one arbitrator of exemplary qualifications Connecticut and stature, who shall be selected jointly governed by the Company Federal Rules of Evidence. The Panel shall establish a reasonable and Executiveappropriate discovery schedule to expeditiously resolve this matter. With regard to disputes between me and Mohawk, or if the parties cannot agree on dispute arises from a personal injury or death, the selection first phase of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted to determine whether said injury or death arose from a hazard/risk inherent in accordance with skiing. In the Employment Dispute Resolution Rules of event that the American Arbitration Association then Panel determines the alleged injury/death arose from a hazard/risk inherent in effect. (b) The parties agree to use their best efforts to (i) appoint (orskiing, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to claim shall be held within thirty (30) days of the date of selection of the arbitrator, anddeemed barred, as a condition to his or her selectionmatter of law, such arbitrator must consent to and the Participant shall be available for barred from recovering any compensation from Mohawk. In the event that the Panel determines the alleged injury did not arise from a hearinghazard/risk inherent in skiing, the Panel may, at such time. (c) Judgment may be entered its discretion, allow for additional discovery and evidence, and then it shall decide any remaining issues on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementmerits.

Arbitration. (aA) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy disagreement arising under or between the Parties in connection with this Agreement that cannot be mutually resolved by any interpretation of any provision of the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and ExecutiveContract, or if the parties cancompliance or non-compliance therewith, or the validity or enforceability thereof, or any other dispute under any Article hereof which is not agree on settled to the selection mutual satisfaction of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator Parties within thirty (30) days of Days (or such longer period as may be mutually agreed) from the date that a party hereto notifies either Party informs the other party in writing that a such dispute or controversy exists that necessitates disagreement exists, shall be settled by arbitration administered by the appointment of an arbitratorAmerican Arbitration Association under its Commercial Arbitration Rules and the Supplementary Procedures for Large, and (ii) cause any arbitration hearing to be held within thirty (30) days of Complex Disputes in effect on the date of selection of the arbitratorthat such notice is given, and, except as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeotherwise specified herein. (cB) Judgment The Party which demands arbitration of the controversy shall in writing specify the matter to be submitted to arbitration, and at the same time, choose and nominate an arbitrator; thereupon, within fifteen (15) Days after receipt of such written notice, the other Party shall in writing choose and nominate a second arbitrator. The two arbitrators so chosen shall forthwith select a third arbitrator, giving written notice to both Parties of the choice so made and fixing a time and place in New York City, at which both Parties may appear and be heard with respect to such controversy. In case the two arbitrators shall fail to agree upon a third arbitrator within a period of seven (7) Days, or if for any other reason there shall be a lapse in the naming of an arbitrator or arbitrators, or in the filling of a vacancy, or in the failure or refusal of any arbitrator or arbitrators to attend or fulfill his or their duties, then upon application by either Party to the controversy, arbitrators shall be named by the American Arbitration Association in accordance with its Arbitration Rules. The arbitrators shall control discovery as they shall determine is appropriate in the circumstances, taking into account the needs of the Parties and the desirability of having the discovery take place in an expeditious and cost-effective manner. Any discovery shall be limited to information directly relevant to the controversy or claim in arbitration and shall be concluded within ninety (90) Days after the arbitrators are appointed, unless good cause for an extension of such deadline is shown. (C) The arbitrators shall not alter or modify the terms and conditions of this Contract but shall consider the pertinent facts and circumstances and be guided by the terms and conditions of this Contract. If a solution is not found in the terms and conditions of this Contract, the arbitrators shall be guided by the substantive laws of the State of New York, excluding all conflict of law rules. The arbitration award made shall be final and binding upon the Parties, their successors and assignees, and judgment may be entered on thereon, upon the arbitrator’s award in application of either Party, by any court having jurisdiction. Each Party shall bear the cost of preparing and presenting its case including its own attorneys’ fees; and the cost of arbitration, provided that Executive shall be entitled to seek specific performance including the fees and expenses of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall or arbitrators, will be empowered to enter an equitable decree mandating specific performance of shared equally by the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments Parties. (D) The relief that may be offset against awarded by the arbitrators under any arbitration arising from this Contract may not exceed actual compensatory damages. In no event may the arbitrators award punitive damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to otherwise disregard the continued payment limitations of base salary under the other provisions of liability set forth in this AgreementContract.

Arbitration. 1. On the written demand of either party there shall be submitted to arbitration (athe procedure for which is set forth below) Except as contemplated by Section 9(d) or Section 11(c) hereofall disputes arising out of the application of this Agreement, any dispute or controversy arising under or provided, however, that nothing in connection with this Agreement shall obligate the Employer to arbitrate any issue arising out of the Employer’s sole responsibility to determine the size and composition of its staff, assignment or reassignment, promotion or demotion of personnel, including correspondents, within the Employer’s office or offices in the same city or town as long as the employee’s salary and classification are not changed; provided further, however, this does not preclude arbitration of disputes which may arise under Article 8 insofar as that cannot article relates to “no imposition of any unreasonable amount or type of work on any employee,” or under Article 6, Section 3. 2. No grievance or dispute may be mutually resolved by submitted to arbitration more than 45 days after the parties written notice of denial on the national grievance level (as described in Article 4, Section 4). In no case, however (rules of the American Arbitration Association notwithstanding), shall an arbitrator be appointed to rule on the issue of arbitrability of any matter arising out of the application of this Agreement and their respective advisors and representatives if the demand for arbitration is filed after the above time limit is expired. This time limit may be extended by mutual consent. 3. In the event either party raises an issue of arbitrability, excepting the stipulation in Section 2 of this article, the arbitrator appointed shall first rule on the arbitrability issue before proceeding to determine the merits of the dispute if he/she determines the issue to be arbitrable. 4. A grievance under this article shall be settled exclusively submitted for arbitration only by written notice from the complaining party setting forth the grounds of the complaint. Such arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant conducted according to the procedures voluntary labor arbitration rules of the American Arbitration Association, excepting the stipulations in Sections 2 and 3 of this article. The decision of the arbitrator in any such arbitration shall be conducted in accordance final and binding, and the expenses of such arbitration shall be borne equally by the parties, except that no party shall be obligated to pay any part of the cost of a stenographic transcript without express consent. 5. All arbitration demands shall be filed with and administered by the Employment Dispute Resolution Rules New York City office of the American Arbitration Association. The Association then shall provide the parties with a panel of qualified arbitrators from that location and office. After discussion, the parties shall determine the most appropriate and efficient location for the hearing. In the absence of agreement, the hearing shall be conducted in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) city that serves as the arbitrator within thirty (30) control bureau for the location where the grievance arose. Any subsequent days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid conducted on an alternating basis between the location preferred by the Guild and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that location preferred by the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementEmployer.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofi. Any controversy, any dispute or controversy claim arising under out of or in connection with relating to this Agreement that or the breach hereof which cannot be mutually resolved settled by the parties to this Agreement and their respective advisors and representatives shall mutual agreement will be finally settled exclusively by binding arbitration in Southfieldthe Commonwealth of Massachusetts, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by under the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules jurisdiction of the American Arbitration Association then or other mutually agreeable alternative arbitration dispute resolution service, before a single arbitrator appointed in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause accordance with the arbitration rules of the American Arbitration Association or other selected service, modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to appoint) participate in the arbitration proceedings. ii. The decision of the arbitrator within thirty (30) days of on the date that a party hereto notifies the other party that a points in dispute or controversy exists that necessitates the appointment of an arbitratorwill be final, non-appealable and binding, and (ii) cause any arbitration hearing to be held within thirty (30) days of judgment on the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment award may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. iii. The fees and expenses of the arbitrator will be shared equally by the parties, and each party will bear the fees and expenses of its own attorney; provided that Executive shall be entitled that, to seek specific performance of Executive’s right to be paid and to participate the extent the arbitrator determines you have prevailed on at least one material issue involved in benefit programs any dispute commencing during the pendency of any dispute or controversy arising under or Change in Control Protection Period, the Company shall reimburse you for all reasonable attorneys’ fees in connection with such Dispute. iv. The parties agree that this Section 13(f) has been included to resolve any disputes between them with respect to this Agreement, and that this Section 13(f) will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or actions seeking an injunction or temporary restraining order. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive, to the maximum extent allowed by law, any and all right to a trial by jury in or with respect to such litigation. v. The Company parties will keep confidential, and Executive hereby agree that will not disclose to any person, except as may be required by law or the arbitrator shall be empowered to enter an equitable decree mandating specific performance rules and regulations of the terms Securities and Exchange Commission or other government agencies, the existence of this Agreement. If any dispute under this Section 11 shall be pendingcontroversy hereunder, Executive shall continue the referral of any such controversy to receive at a minimum arbitration or the base salary which Executive was receiving immediately prior to the act status or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementresolution thereof.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If any dispute or controversy arising arises under or in connection with this Agreement that canAgreement, is not be mutually resolved by the parties within a commercially reasonable time not to this Agreement and their respective advisors and representatives exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration in Southfieldarbitration, Michigan, conducted before one a single neutral arbitrator of exemplary qualifications and stature, who shall be selected jointly by at a location mutually agreed between the Company and Executive, or if Executive within the parties cannot agree on the selection state of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and Company’s headquarters at such arbitration shall be conducted time in accordance with the Employment Dispute Resolution Arbitration Rules & Procedures of the American Arbitration Association JAMS (“JAMS”) then in effect. (b) , in accordance with this Section 13(h), except as otherwise prohibited by any nonwaivable provision of applicable law or regulation. The parties hereby agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) that the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorshall construe, interpret and enforce this Agreement in accordance with its express terms, and (ii) cause any arbitration hearing to be held within thirty (30) days of otherwise in accordance with the date of selection of the arbitrator, and, governing law as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) set forth in Section 13(a). Judgment may be entered on the arbitrator’s arbitration award in any court having jurisdiction, provided provided, however, that Executive the either Party shall be entitled to seek specific performance a restraining order or injunction in any court of Executive’s right competent jurisdiction to be paid and to participate in benefit programs during the pendency prevent any continuation of any dispute or controversy arising under or in connection with violation of the provisions of this Agreement. The Company Agreement and Executive hereby agree consents that such restraining order or injunction may be granted without requiring the other Party to post a bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be empowered valid, binding, final and enforceable by any court of competent jurisdiction. In the event action is brought pursuant to enter this Section 13(h), the arbitrator shall have authority to award fees and costs to the prevailing party, in accordance with applicable law. If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of an equitable decree mandating action for injunctive relief or specific performance of the terms of as provided in this Agreement. If This dispute resolution process and any dispute under this Section 11 arbitration hereunder shall be pendingconfidential and neither any Party nor the arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive shall continue and the Company each have the right to receive at a minimum the base salary which Executive was receiving immediately prior to the act resolve any issue or omission which forms the basis for the disputedispute over intellectual property rights by Court action instead of arbitration. At the close The Company may also enjoin by Court action any breach of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive Sections 5-6 or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement7 as permitted by Section 8.

Arbitration. (a) Except as contemplated by Section 9(d) If a dispute arises out of or Section 11(c) hereofrelates to this Agreement, any or the breach thereof, and if said dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this (S) 9(N). Failing an adequate resolution by mediation, any controversy or claim arising out of or relating to this Agreement or the transactions contemplated hereby, including any controversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall be settled by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. Except as specifically provided in this (S) 9(N), the arbitration shall be conducted in accordance with the Employment Dispute Resolution Commercial Arbitration Rules of the American Arbitration Association then Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in effect. (b) Orange County, California. Expenses related to the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided herein. The parties agree to use their best efforts to (i) appoint (or, if applicable, cause fees of the arbitrator and of the American Arbitration Association to appoint) Association, if any, shall be divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorwhich may, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of if deemed appropriate by the arbitrator, and, as a condition include equitable or mandatory relief with respect to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (cperformance of obligations hereunder) Judgment may be entered on the arbitrator’s award in any court having of competent jurisdiction, provided that Executive . The arbitrator shall be entitled to seek specific performance award the prevailing Party in any arbitration proceeding recovery of Executive’s right to be paid its attorneys' fees and to participate in benefit programs during the pendency of any dispute or controversy arising under or other costs in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of arbitration from the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementnon-prevailing Party.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by In the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by event the Company and Executive, or if the parties cannot agree on the selection answer at Step Two of the arbitratorGrievance Procedure does not resolve the grievance, who shall be selected pursuant the Union may appeal the grievance to the procedures of arbitration by filing a Demand for Arbitration with the American Arbitration Association, and Association no later than thirty (30) calendar days after the Union's Chief ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ receives the Employer's answer at Step Two. Concurrent notification of such arbitration appeal shall be conducted 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 Employment Dispute Resolution procedure and time limits herein provided, the Step Two disposition of the grievance shall be final. Selection of the arbitrator and the arbitration hearing shall be governed by the Voluntary Labor Arbitration Rules of the American Arbitration Association then in effecteffect at the time the Union's Demand for Arbitration is filed with the Association. The arbitrator shall have the authority to issue a subpoena for a witness to attend the arbitration hearing. Grievances shall be arbitrated separately unless otherwise agreed in writing between the Employer and the Union. The fees and approved expenses of the arbitrator shall be shared equally by the Union and the Employer. Each party shall be responsible for compensating its own representatives and witnesses. The cost (if any) of any room or other facility needed for the arbitration shall be shared equally by the Employer and the Union. All hearings shall be held at a mutually agreeable site. Employee witnesses, except the grievant and Chief ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇, who are scheduled to work on the day of an arbitration hearing, shall be excused from work only to testify and shall return to work immediately thereafter. The grievant(s) and the Chief ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ shall be excused from work to attend the entire arbitration hearing and shall return to work immediately thereafter. The arbitrator shall have authority to hear and determine any grievance involving the application or interpretation of the express terms or conditions of this Agreement, provided the grievance has been processed timely through the Grievance Procedure and is properly before him. In fulfilling his duties under this Agreement, the arbitrator shall have authority to apply and interpret the express terms or conditions of this Agreement but shall not have the authority to add to, subtract from, or modify this Agreement or resolve any dispute under any section of this Agreement which is expressly excluded from arbitration, or imply a provision which is not otherwise specifically provided herein. If the arbitrator issues his decision within his jurisdiction, the decision of the arbitrator shall be final and binding upon the employee(s), the Union, and the Employer. No claim for back wages shall exceed the amount of wages the employee would otherwise have earned at his base rate as set forth in Appendix A, less any unemployment or other money including any compensation he may have received from any source of employment (not previously approved in writing as supplemental employment by the Employer) during the period in question. (b) The parties agree Grievances processed to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days arbitration may be withdrawn only upon written agreement of the date that a party hereto notifies Employer and the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeUnion. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to or Executive's employment relationship with Company, irrespective of whether this Agreement and their respective advisors and representatives shall or Executive's employment relationship with Company has terminated, will be settled exclusively by binding arbitration to be held in Southfield, Michigan, before one arbitrator of exemplary qualifications the metropolitan area in which Executive is then employed and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Dispute Resolution Rules Disputes of the American Arbitration Association ("AAA"), or the corresponding rules of such other entity as may be mutually agreed upon by the parties, as then in effect. (b) After either party submits a request for arbitration, AAA or such other entity mutually agreed upon by the parties (either, hereinafter referred to as the "ADR Entity"), the ADR Entity will be requested to appoint a single, neutral arbitrator from a panel of former or retired judges, within ten business days after such request, to preside over the arbitration and resolve the dispute. The parties agree to raise any objections to such appointment within ten business days after it is made and to limit those objections to the arbitrator's actual conflict of interest. The ADR Entity, in its sole discretion, will determine within ten business days the validity of any objection to the appointment of the arbitrator based on the arbitrator's actual conflict of interest. The arbitrator will be directed to render a full decision on all issues properly before the arbitrator within 60 days after being appointed to serve as arbitrator, unless the parties otherwise agree in writing or the arbitrator makes a finding that a party has carried the burden of showing good cause for a longer period. (c) The parties will use their best efforts to (i) appoint (or, if applicable, cause cooperate with each other in causing the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days in as efficient and expeditious a manner as practicable, including but not limited to, providing such documents and making available such of their personnel and agents as the date arbitrator may request. The parties direct the arbitrator to take into account their stated goal of selection of the arbitrator, expedited proceedings in determining whether to authorize discovery and, as a condition to his or her selectionif so, such arbitrator must consent to be available for a hearing, at such timethe scope of permissible discovery and other hearing and pre-hearing procedures. (cd) The arbitrator will not have the authority to add to, detract from or modify any provision of this Agreement or to award punitive damages to any injured party. Judgment may be entered on the arbitrator’s 's award in any court having jurisdiction. Company will bear all expenses of any such arbitration proceeding, provided except that Executive each party will bear its own counsel fees unless the arbitrator decides to award counsel fees to one of the parties. (e) Notwithstanding the foregoing, each party shall be entitled to seek specific performance injunctive or other equitable relief, as contemplated by SECTION 12(F) above, from any court of Executive’s right competent jurisdiction, without the need to be paid and resort to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If the parties are unable to resolve any dispute or controversy arising under or in connection with this Agreement that cannot within sixty (60) days following the date one party sent written notice of the Dispute to the other party, and if either party wishes to pursue the dispute, it shall thereafter be mutually resolved by the parties submitted to this Agreement and their respective advisors and representatives shall be settled exclusively by binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by accordance with the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures Commercial Dispute Procedures of the American Arbitration Association, and such as they may be amended from time to time (see ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇). Unless otherwise agreed to in writing by the parties, the party wishing to pursue the dispute must initiate the arbitration within one (1) year after the date on which notice of the dispute was given or shall be conducted deemed to have waived its right to pursue the dispute in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effectany forum. (b) Any arbitration proceeding under this Agreement shall be conducted in Rhode Island. The parties agree arbitrator(s) may construe or interpret but shall not vary or ignore the terms of this Agreement and shall be bound by controlling law. The arbitrator(s) shall have no authority to use their best efforts to (i) appoint (oraward punitive, if applicableexemplary, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date indirect or special damages, except in connection with a statutory claim that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, explicitly provides for such arbitrator must consent to be available for a hearing, at such timerelief. (c) Judgment The parties expressly intend that any dispute relating to the business relationship between them be resolved on an individual basis so that no other dispute with any third party(ies) may be consolidated or joined with the dispute related to this Agreement. The parties agree that any arbitration ruling by an arbitrator allowing class action arbitration or requiring consolidated arbitration involving any third party(ies) would be contrary to their intent and would require immediate judicial review of such ruling. (d) The decision of the arbitrator(s) on the points in dispute will be binding, and judgment on the award may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The parties acknowledge that because this Agreement affects interstate commerce the Federal Arbitration Act applies. (e) In the event any court determines that this arbitration. procedure is not binding or otherwise allows litigation involving a dispute to proceed, provided that Executive shall be entitled to seek specific performance of Executive’s the parties hereby waive any and all right to be paid and to participate in benefit programs during trial by jury in, or with respect to, such litigation. Such litigation would instead proceed with the pendency judge as the finder of fact. This Section shall govern any dispute between the parties arising before or controversy arising under or in connection with after execution of this Agreement. The Company Agreement and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance survive any termination of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising a. All disputes under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in SouthfieldMiami, MichiganFlorida, before one a single arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures employment rules of arbitration (the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules “AAA Rules”) of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American “AAA”). Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a may be commenced at any time by any party hereto notifies giving written notice (the “Arbitration Notice”) to the other party that a such dispute or controversy exists that necessitates has been referred to arbitration under this Section 7. The arbitrator shall be selected by the appointment joint agreement of an arbitratorthe Corporation and Officer, and (ii) cause any arbitration hearing to be held but if they do not so agree within thirty (30) 20 days of after the date of selection the giving of the arbitratorArbitration Notice, andthe selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, as however, that any such award shall be accompanied by a condition to his or her selection, such written opinion of the arbitrator must consent to giving the reasons for the award. This provision for arbitration shall be available for a hearing, at such time. (c) Judgment specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, provided however, that Executive the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys’ fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, “attorneys’ fees” shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party. b. Notwithstanding subsection a. of this Section 7, to the extent that arbitration of a dispute hereunder is not legally permitted such that the parties to such dispute are prohibited at the time of such dispute from mutually agreeing to submit such dispute to arbitration, either party may commence a civil action in a court of appropriate jurisdiction to resolve such dispute. The prevailing party in such proceedings shall be entitled to seek specific performance of Executive’s right recover from the non-prevailing party reasonable attorneys’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred in that action or proceeding, in addition to any other relief to which such party may be paid and to participate entitled. c. Nothing contained in benefit programs during this Section 7 shall prevent the pendency of parties from settling any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If by mutual agreement at any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementtime.

Arbitration. Subject to the right of each party to seek specific performance (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that canwhich right shall not be mutually resolved by the parties subject to arbitration), if a dispute arises out of or is in any way related to this Agreement and their respective advisors and representatives or the asserted breach thereof, such dispute shall be settled exclusively by referred to arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if American Arbitration Association the parties cannot agree on the selection of the arbitrator, who shall be selected (“AAA”) pursuant to the procedures AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this section will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the "Arbitration Notice"). The parties agree that, after the issuance of the American Arbitration AssociationNotice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and such the date the dispute is set for arbitration shall be conducted to resolve the dispute by mediation in accordance with the Employment Dispute Resolution Rules of Arbitration Rules. If the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of dispute is not resolved by the date that a party hereto notifies set for arbitration, then any controversy or claim arising out of this Agreement or the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, asserted breach hereof shall be resolved by binding arbitration and (iijudgment upon any award rendered by arbitrator(s) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in the Northern District of New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that Executive discovery shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during concluded within 90 days after the pendency of any dispute or controversy arising under or in connection with this Agreementdate the matter is set for arbitration. The Company and Executive hereby agree that arbitrator or arbitrators shall have the arbitrator power to award reasonable attorneys’ fees to the prevailing party. Any provisions in this Agreement to the contrary notwithstanding, this section shall be empowered governed by the Federal Arbitration Act and the parties have entered into this Agreement pursuant to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementAct.

Arbitration. (a) Except as contemplated by Section 9(d) 11.1 Each party shall designate a project manager to coordinate such party's activities under this Agreement. Such project managers shall also, when necessary, confer in order to resolve problems or Section 11(c) hereof, any dispute or controversy arising under or disputes that may arise in connection with each party's performance hereunder. If the project managers cannot resolve such problems or disputes, such problems or disputes shall be referred to each party's respective senior management for discussion and resolution. 11.2 Subject to Paragraph 11.4, any controversy or claim arising out of or relating to this Agreement that Agreement, and which cannot be mutually resolved by in accordance with the parties to this Agreement and their respective advisors and representatives procedure set forth in the preceding paragraph, shall be settled exclusively by submitted to arbitration in Southfield, Michigan, before one arbitrator a panel of exemplary qualifications and stature, who three (3) arbitrators. The arbitrators shall be selected jointly by and the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules _________________________. An award shall be conclusive and binding if concurred in by two (2) of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorarbitrators, and (ii) cause any arbitration hearing to be held within thirty (30) days of judgment upon the date of selection of award rendered by the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment arbitrators may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive jurisdiction thereof. The arbitrators shall be entitled required to seek specific performance deliver a written decision setting forth their findings of Executive’s right to be paid fact and to participate basis for their award. The arbitrators' award shall provide for the payment of the arbitrators' expenses and fees, together with other expenses incurred in benefit programs during the pendency conduct of any dispute or controversy arising under or the arbitration proceeding other than legal fees and expenses. However, the arbitrators shall award the prevailing party reasonable attorneys' fees and other expenses incurred in the arbitration proceeding in the event that the arbitrators determine that either party acted in bad faith in connection with this Agreement. either asserting a claim or a defense in the arbitration proceeding itself. 11.3 The Company and Executive parties hereby agree that to submit to the arbitrator shall be empowered to enter an equitable decree mandating specific performance exclusive personal jurisdiction and venue of the terms _______________________________ for purposes of this Agreementenforcing the agreement to arbitrate, providing provisional relief pending the award, and entering judgment on the award. If for any dispute under this Section 11 shall be pendingreason the aforesaid court does not have subject matter jurisdiction, Executive shall continue the parties alternatively agree to receive at a minimum the base salary which Executive was receiving immediately prior submit to the act or omission which forms exclusive personal jurisdiction and venue of the basis applicable court of the _____________________ for the disputeforegoing purposes. At Nothing contained in this paragraph shall preclude the close of arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. 11.4 Notwithstanding the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementParagraphs 11.2 and 11.3, any party hereto may pursue any provisional remedy (including but not limited to preliminary injunctive relief) to enforce its rights hereunder in the courts designated in Paragraph 11.

Arbitration. (a) Except as contemplated by otherwise set forth in Section 9(d) or Section 11(c) 6 hereof, any dispute or controversy between the Company or its respective affiliates (including the Partnership and the Parent) on the one hand, and the Executive on the other hand, whether arising under out of or in connection with this Agreement that cannot be mutually resolved by the parties relating to this Agreement and their respective advisors and representatives Agreement, the breach of this Agreement, or otherwise, shall be settled exclusively by final and binding arbitration in Southfield▇▇▇▇ County, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly Illinois administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and with any such arbitration shall be conducted dispute or controversy arising under this Agreement being so administered in accordance with the Employment Dispute Resolution its Commercial Rules of the American Arbitration Association then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Executive. The Company and the Executive acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 9, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties, except that if in the opinion of the arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney’s fees and expenses. For purposes of complying with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) The right of the Executive to reimbursement of attorney’s fees or expenses pursuant to this Section 9 shall apply until the tenth (10th) anniversary of the expiration of the Employment Period. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause amount of expenses eligible for reimbursement during a calendar year shall not affect the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the expenses eligible for reimbursement in any other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timecalendar year. (c) Judgment may The reimbursement of an expense must be entered paid to the Executive on or before the arbitrator’s award last day of the calendar year following the calendar year in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s which the expense was incurred. (d) The right to be paid and reimbursement is not subject to participate in benefit programs during the pendency of any dispute liquidation or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis exchange for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementanother benefit.

Arbitration. The parties shall endeavor to settle all disputes by amicable negotiations. Any claim, dispute, disagreement or controversy that arises among the parties relating to this Agreement that is not amicably settled shall be resolved by arbitration, as follows: (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives Any such arbitration shall be settled exclusively by arbitration heard in Southfield, Michiganthe District of Columbia, before a panel consisting of one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to impartial. Except as the procedures parties may otherwise agree, the arbitrator shall be appointed in the first instance by the appropriate official in the District of Columbia office of the American Arbitration Association or, in the event of his or her unavailability by reason of disqualification or otherwise, by the appropriate official in the New York City office of the American Arbitration Association. In determining the number and appropriate background of the arbitrator, and such the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the identity of the arbitrator shall be final. Except as otherwise provided in this Section 12, all of the arbitration proceedings shall be conducted in accordance with the Employment Dispute Resolution Rules rules of the American Arbitration Association then in effectarbitrator. (b) The parties agree An arbitration may be commenced by any party to use their best efforts this Agreement by the service of a written request for arbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or claim to (i) appoint (orbe arbitrated, if applicable, cause and shall be referred by the American Arbitration Association complaining party to appoint) the appointing authority for appointment of arbitrator ten days following such service or thereafter. If the arbitrator is not appointed by the appointing authority within thirty (30) 30 days following such reference, any party may apply to any court within the District of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of Columbia for an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, order appointing an arbitrator qualified as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeset forth below. (c) The prevailing party in any arbitration under this Section 12 shall be entitled to reimbursement from the losing party of all reasonable attorneys’ fees and costs in connection with such arbitration. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the award rendered by the arbitrator may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. (e) It is intended that controversies or claims submitted to arbitration under this Section 12 shall remain confidential, provided and to that Executive end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be entitled disclosed to seek specific performance of Executive’s right third persons at any time, except to be paid and the extent necessary to participate enforce an award or judgment or as required by law or in benefit programs during the pendency of any dispute or controversy arising under response to legal process or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the such arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) Any dispute, controversy, or Section 11(c) claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, any dispute including claims for tortious interference or controversy other tortious or statutory claims arising under before, during or in connection with after termination, providing only that such claim touches upon matters covered by this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives contract, shall be finally settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then (“AAA”) pursuant to the Commercial Arbitration Rules as presently in effectforce, except as modified by the specific provisions of this Agreement. The parties expressly agree that nothing in this Agreement shall prevent the parties from applying to a court that would otherwise have jurisdiction over the parties for provisional or interim measures, including injunctive relief. After the arbitration panel is empaneled, it shall have sole jurisdiction to hear such applications, except that the parties agree that any measures ordered by the arbitrators may be immediately and specifically enforced by a court otherwise having jurisdiction over the parties. The parties agree that judgment on the arbitration award may be entered by any court having jurisdiction thereof. (b) The parties agree that the federal and state courts located in Houston, Texas shall have exclusive jurisdiction over an action brought to enforce the rights and obligations created in or arising from this Agreement to arbitrate, and each of the parties hereto irrevocably submits to the jurisdiction of said courts. Notwithstanding the above, application may be made by a party to any court of competent jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for such enforcement. Process in any action arising out of or relating to this Agreement may be served on any party to the Agreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested. (c) The arbitration shall be conducted before a tribunal composed of three neutral arbitrators drawn from, in the first instance, the Texas Large Complex Claims panel and then, if necessary, from the Commercial panel. Each arbitrator shall sign an oath agreeing to be bound by the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the AAA for Neutral Arbitrators. It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of any arbitrator. Prior to his or her formal appointment, each arbitrator shall disclose to the parties and to the other members of the tribunal, any financial, fiduciary, kinship or other relationship between that arbitrator and any party or its counsel, or between that arbitrator and any individual or entity with any financial, fiduciary, kinship or other relationship with any party. For the purposes of this Agreement, “appearance of impropriety” shall be defined as such relationship or behavior as would cause a reasonable person to believe that bias or partiality on the part of the arbitrator may exist in favor of any party. Any award or portion thereof, whether preliminary or final, shall be in a written opinion containing findings of fact and conclusions of law signed by each arbitrator. The arbitrator dissenting from an award or portion thereof shall issue a dissent from the award or portion thereof in writing, stating the reasons for his or her dissent. The arbitrators shall hear and determine any preliminary issue of law asserted by a party to be dispositive of any claim, in whole or part, in the manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the arbitrators deem appropriate. (d) It is the intent of the parties that, barring extraordinary circumstances, any arbitration hearing shall be concluded within two months of the date the statement of claim is received by the AAA. Unless the parties otherwise agree, once commenced, hearings shall be held 5 days a week, with each hearing day to begin at 9:00 A.M. and to conclude at 5:00 P.M. The parties may upon agreement extend these time limits, or the chairman of the panel may extend them if he or she determines that the interests of justice otherwise require. The arbitrators shall use their best efforts to (i) appoint (or, if applicable, cause issue the American Arbitration Association to appoint) the arbitrator final award or awards within thirty (30) a period of 30 days after closure of the date that proceedings. Failure to do so shall not be a party hereto notifies basis for challenging the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, award. The parties and (ii) cause any arbitration hearing to be held within thirty (30) days arbitrators shall treat all aspects of the date of selection of arbitration proceedings, including without limitation, discovery, testimony and other evidence, briefs and the arbitrator, andaward, as a condition to his or her selectionstrictly confidential. The place of arbitration shall be Houston, such arbitrator must consent to be available for a hearingTexas, at such timeU.S.A. unless otherwise agreed by the parties. (ce) Judgment The parties agree that discovery shall be limited and shall be handled expeditiously. Discovery procedures available in litigation before the courts shall not apply in an arbitration conducted pursuant to this Agreement. However, each party shall produce relevant and non-privileged documents or copies thereof requested by the other parties within the time limits set and to the extent required by order of the arbitrators. All disputes regarding discovery shall be promptly resolved by the arbitrators. No witness or party may be entered required to waive any privilege recognized at law. The parties hereby waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitration tribunal is specially divested of any power to award any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. Except as provided in Section 5(d), the party prevailing on the arbitrator’s award in any court having jurisdiction, provided that Executive substantially all of its claims shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pendingrecover its costs, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis including attorneys’ fees, for the dispute. At the close of the arbitration proceedings, as well as for any ancillary proceeding, including a proceeding to compel arbitration, such continued base salary payments may be offset against any damages awarded to Executive request interim measures or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementconfirm or set aside an award.

Arbitration. (a) Except as contemplated by set forth in Section 9(d) or Section 11(c) hereof3.1, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy disputes arising under or in connection with this Agreement, including, without limitation, those involving claims for specific performance or other equitable relief, will be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (the "AAA Rules") under the authority of federal and state arbitration statutes, and shall not be the subject of litigation in any forum. EXCEPT AS SET FORTH IN SECTION 3.1, EACH PARTY, BY SIGNING THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY TRIAL. The Company arbitration will be conducted only in Denver, Colorado, before a single arbitrator from the staff of the Judicial Arbiter Group, Inc. ("JAG") selected by the parties to such arbitration (or, if JAG is no longer in existence, before a single arbitrator selected by the parties in accordance with the AAA Rules) or, if they are unable to agree on an arbitrator, before a panel of three arbitrators selected from the staff of JAG (or, if JAG is no longer in existence, before a panel of three arbitrators selected in accordance with the AAA Rules), one selected by the Employee, one selected by the Employer and Executive hereby agree that the arbitrator third selected by the other two arbitrators. The arbitrators shall be empowered have full authority to enter an equitable decree mandating order specific performance of and award damages and other relief available under this Agreement or applicable law, but shall have no authority to add to, detract from, change or amend the terms of this AgreementAgreement (except as otherwise contemplated by Section 3.5) or existing law. If any dispute under this Section 11 All arbitration proceedings, including settlements and awards, shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the disputeconfidential. At the close The decision of the arbitrationarbitrators will be final and binding, such continued base salary payments and judgment on the award by the arbitrators may be offset against entered in any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment court of base salary under the other provisions of this Agreementcompetent jurisdiction. THIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofexpressly set forth elsewhere in this Agreement, it is mutually agreed between the parties that arbitration shall be the sole and exclusive remedy to redress any dispute dispute, claim or controversy arising under or in connection with (hereinafter referred to as “grievance”) involving the interpretation of this Agreement or the terms or conditions of this Agreement or the terms, conditions or termination of the Executive’s employment with the Company or Bank. It is the intention of the parties that cannot the arbitration award shall be mutually resolved final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. Arbitration shall be initiated by one party filing a written demand on the other party. Any demand for arbitration by the parties to this Agreement and their respective advisors and representatives Executive shall be settled exclusively by arbitration in Southfield, Michigan, before one made within 20 days after receipt of the Notice of Termination. The arbitrator of exemplary qualifications and stature, who shall be selected jointly by chosen in accordance with the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures voluntary labor arbitration rules of the American Arbitration Association, and such . The place of the arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules offices of the American Arbitration Association then in effect. (b) Chicago, Illinois. The arbitrator shall not have jurisdiction or authority to change any of the provisions of this Agreement but shall interpret or apply any clause or clauses of this Agreement. The arbitrator shall have the power to compel the attendance of witnesses at the hearing. The parties agree to use their best efforts to (i) appoint (orstipulate that the provisions hereof, if applicable, cause and the American Arbitration Association to appoint) decision of the arbitrator within thirty (30) days with respect to any grievance, shall be the sole and exclusive remedy for any alleged breach of the date that a party hereto notifies employment relationship and in such event the other party that a dispute Company or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive Bank shall be entitled to seek specific performance of Executive’s relief in any court having jurisdiction thereof. The parties hereby acknowledge that subject to the foregoing exception, neither party has the right to be paid resort to any federal, state or local court or administrative agency concerning breaches of this Agreement and to participate in benefit programs during that the pendency decision of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered a complete defense to enter an equitable decree mandating specific performance any suit, action or proceeding instituted in any federal, state or local court or before any administration agency with respect to any grievance which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to any grievance, survive the termination or expiration of the terms of this Agreement. If any dispute Executive’s employment under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofIn the event of any dispute, any dispute or controversy arising under or in connection with this Agreement that cannot a party may seek conciliation proceedings. The conciliation proceedings will be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of Arbitration and Conciliation Act, 1996 and the American Arbitration Association then rules made there under read in effectconjunction with Amendment Act 2015 and any statutory modification thereof. (b) The parties agree to use their best efforts to standard clause of arbitration is enumerated below :- (i) appoint All disputes or differences arising out of or in connection with the present contract including the one connected with the validity of the present contract or any part thereof should be settled by bilateral discussions. (orii) Any dispute, if applicabledisagreement of question arising out of or relating to this contract or relating to construction or performance (except as to any matter the decision or determination whereof is provided for by these conditions), cause which cannot be settled amicable, shall within sixty (60) days or such longer period as may be mutually agreed upon, from the American Arbitration Association date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, will be referred to appointas sole Arbitrator. (iii) the arbitrator within thirty Within sixty (3060) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days receipt of the date of selection said notice, an arbitrator of the arbitrator, and, as a condition rank of serving Lt Col and above shall be nominated in writing by the contract sanctioning or authority agreed upon by the parties. The award of the arbitrator shall be final and binding on the parties to his or her selection, such arbitrator must consent to be available for a hearing, at such timethis contract. (civ) Judgment may be entered on The venue of the arbitrator’s award in any court having jurisdiction, provided that Executive arbitration shall be entitled the location of the HoD/ Buyer/ Consignee or such other place that the Officer sanctioning the contract or arbitrator at his discretion may determine. (v) The arbitration proceedings shall be conducted under the Indian Arbitration and Conciliation Act, 1996 and the rules made there under read in conjunction with Amendment Act 2015 and any statutory modification thereof. (vi) Each party shall bear its own cost of preparing and presenting its case. The cost of arbitration including the fees and expenses shall be shared equally by the parties, unless otherwise awarded by the sole arbitrator. (vii) The parties shall continue to seek specific performance of Executive’s right to be paid and to participate in benefit programs perform their respective obligations under this contract during the pendency of the arbitration proceedings except in so far as such obligations are the subject matter of the said arbitration proceedings. (viii) In the event of the arbitrator to whom the matter is referred denying, neglecting or refusing to act or resigning or being unable to act, including transfer to another place or his award being set aside by the court for any dispute or controversy arising under or reason, it shall be lawful for the contract sanctioning officer to appoint another arbitrator in connection with this Agreement. The Company and Executive hereby agree place of outgoing arbitrator in the matter aforesaid. (ix) It will be no objection that the arbitrator is a Government servant provided that such arbitrator had not been associated with a dispute or difference in question nor had expressed his views on any of the matter in such dispute or difference. (x) The arbitrator may from time to time without the consent of the parties to the contract but with the approval of competent financial authority choose to enlarge the time of making award. (xi) The arbitrator shall state the reason upon which the award is based irrespective of the amount involved. (xii) The parties shall not initiate during the conciliation proceedings, any arbitral or judicial proceedings in respect of a dispute that is the subject matter or the conciliation proceedings except that a party may initiate arbitral or judicial proceedings where, in his/their opinion, such proceedings are necessary for preserving his/their rights. (xiii) Any dispute/ clarification with regard to any clause of arbitration shall be empowered to enter an equitable decree mandating specific performance resolved in accordance with Indian Arbitration and Conciliation Act, 1996 and the rules made there under read in conjunction with Amendment Act 2015 and any statutory modification thereof. (Note – In the event of the terms parties deciding to refer the dispute/s for adjudication to an Arbitral Tribunal then one arbitrator each will be appointed by each party and the case will be referred to the Indian Council of this AgreementArbitration (ICADR) for nomination of the third arbitrator. If any dispute under this Section 11 The fees of the arbitrator appointed by the parties shall be pending, Executive shall continue to receive at a minimum borne by each party and the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close fees of the arbitrationthird arbitrator, such continued base salary payments may if appointed, shall be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to equally shared by the continued payment of base salary under the other provisions of this Agreementbuyer and seller.

Arbitration. (a) Except as contemplated by Section 9(d) expressly set forth elsewhere in this Agreement or Section 11(c) hereofthe Non-Competition Agreement, it is mutually agreed between the parties that arbitration shall be the sole and exclusive remedy to redress any dispute dispute, claim or controversy arising under or in connection with (hereinafter referred to as "grievance") involving the interpretation of this Agreement or the terms or conditions of this Agreement or the terms, conditions or termination of the Executive's employment with the Company or Bank. It is the intention of the parties that cannot the arbitration award shall be mutually resolved final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. Arbitration shall be initiated by one party filing a written demand on the other party. Any demand for arbitration by the parties to this Agreement and their respective advisors and representatives Executive shall be settled exclusively by arbitration in Southfield, Michigan, before one made within 20 days after receipt of the Notice of Termination. The arbitrator of exemplary qualifications and stature, who shall be selected jointly by chosen in accordance with the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures voluntary labor arbitration rules of the American Arbitration Association, and such . The place of the arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules offices of the American Arbitration Association then in effect. (b) Chicago, Illinois. The arbitrator shall not have jurisdiction or authority to change any of the provisions of this Agreement but shall interpret or apply any clause or clauses of this Agreement. The arbitrator shall have the power to compel the attendance of witnesses at the hearing. The parties agree to use their best efforts to (i) appoint (orstipulate that the provisions hereof, if applicable, cause and the American Arbitration Association to appoint) decision of the arbitrator within thirty (30) days with respect to any grievance, shall be the sole and exclusive remedy for any alleged breach of the date that a party hereto notifies employment relationship in which event the other party that a dispute Company or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive Bank shall be entitled to seek specific performance of Executive’s relief in any court having jurisdiction thereof. The parties hereby acknowledge that subject to the foregoing exception, neither party has the right to be paid resort to any federal, state or local court or administrative agency concerning breaches of this Agreement and to participate in benefit programs during that the pendency decision of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered a complete defense to enter an equitable decree mandating specific performance any suit, action or proceeding instituted in any federal, state or local court or before any administration agency with respect to any grievance which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to any grievance, survive the termination or expiration of the terms of this Agreement. If any dispute Executive's employment under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. All appeals from determinations of a Units Award Dispute by the EB Committee as described in subsection (ab) Except above, and any Units Damages Dispute, shall be fully and finally settled by arbitration administered by the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues. Decisions about the applicability of the limitations period contained herein are for the arbitrator to decide. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s Obligations contained in Exhibit A hereto, shall also be raised in such arbitration proceedings. (i) The arbitrator shall have the authority to determine whether this arbitration agreement is enforceable and whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement, existing Company policy, and applicable substantive New York State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Units Award Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, both the Participant and the Company or a Related Company waive any right to ▇▇▇ each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis, and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as contemplated by Section 9(dprovided herein. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in subsection (ii) above, the Company or Section 11(ca Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. (iv) hereofThe parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes (subject to the mandatory EB Committee procedure provided for in Paragraph 25(b) above) and Units Damages Disputes. Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) Notwithstanding any other provision of this Agreement, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties or subject to this Agreement and their respective advisors and representatives dispute resolution provision shall be settled exclusively governed by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted construed in accordance with the Employment Dispute Resolution Rules laws of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (orState of New York, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior without giving effect to the act or omission which forms the basis for the dispute. At the close conflicts of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other laws provisions of this Agreementthereof.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved All appeals from determinations by the parties to this Agreement EB Committee as described in paragraph (b) above, and their respective advisors and representatives any Units Damages Dispute, shall be fully and finally settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effecteffect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s Obligations, may also be raised in such arbitration proceedings. (bi) The parties agree arbitrator shall have the authority to use their best efforts determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days terms of the date that a party hereto notifies Plan, this Agreement (except for breaches of any of the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorParticipant’s Obligations), existing Company policy, and (ii) cause applicable substantive New York State and U.S. federal law and shall have the authority to award any arbitration hearing to be held within thirty (30) days remedy or relief permitted by such laws. The final decision of the date of selection of the arbitrator, and, as EB Committee with respect to a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive Plan Dispute shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute upheld unless such decision was arbitrary or controversy arising under or in connection with this Agreementcapricious. The Company and Executive hereby agree that decision of the arbitrator shall be empowered final, conclusive, not subject to enter an equitable decree mandating specific performance appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, both the Participant and the Company or a Related Company waive any right to ▇▇▇ each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the terms Participant’s Obligations), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this AgreementAgreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above) and Units Damages Disputes. Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Section 11 Agreement or subject to this dispute resolution provision, the laws of the State of New York shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior apply without giving effect to the act or omission which forms conflicts of laws provisions thereof. (vi) To the basis for extent an arbitrator determines that the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive Participant was not terminated for Cause and is entitled to the continued payment of base salary PSUs or any other benefits under the other Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a release satisfactory to Verizon as provided under paragraph 7(b)(2) shall remain applicable in order to receive the benefit of any PSUs pursuant to this Agreement.

Arbitration. (a) Except as contemplated by provided in Section 9(d7(c) or Section 11(c) hereofbelow, both the Company and you acknowledge and agree that any dispute or controversy arising under out of, relating to, or in connection with this Agreement that cannot be mutually resolved by Agreement, or the parties to this Agreement and their respective advisors and representatives interpretation, validity, construction, performance, breach, or termination thereof, shall be settled exclusively by binding arbitration unless otherwise required by law, to be held in SouthfieldRichmond, Michigan, before one arbitrator Virginia in accordance with the National Rules for the Resolution of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures Employment Disputes then in effect of the American Arbitration Association, and . The arbitrator may grant injunctions or other relief in such arbitration dispute or controversy. The decision of the arbitrator shall be conducted in accordance with final, conclusive and binding on the Employment Dispute Resolution Rules of parties to the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) arbitration. Judgment may be entered on the arbitrator’s award decision in any court having jurisdiction. The party against whom the arbitrator(s) shall render an award shall pay the other party’s reasonable attorneys’ fees and other reasonable costs and expenses in connection with the enforcement of its rights under this Agreement (including the enforcement of any arbitration award in court), provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid unless and to participate in benefit programs during the pendency extent the arbitrator(s) shall determine that under the circumstances recovery by the prevailing party of all or a part of any such fees and costs and expenses would be unjust. (b) The arbitrator(s) shall apply Virginia law to the merits of any dispute or controversy arising under or in connection with this Agreementclaim, without reference to rules of conflicts of law. The Company and Executive You hereby agree that consent to the arbitrator shall be empowered to enter an equitable decree mandating specific performance personal jurisdiction of the terms state and federal courts located in Virginia for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. (c) The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close arbitration agreement and without abridgment of the arbitrationpowers of the arbitrator. (d) YOU HEREBY CONFIRM YOU HAVE READ AND UNDERSTAND THIS SECTION 7, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementWHICH DISCUSSES ARBITRATION, AND UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU AGREE, EXCEPT AS PROVIDED IN SECTION 7(c), TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF YOUR RELATIONSHIP WITH THE COMPANY.

Arbitration. (a) Except as contemplated by provided in Section 9(d) or Section 11(c) hereof13, if any legally actionable dispute or controversy arising arises under or in connection with this Agreement that or otherwise which cannot be mutually resolved by mutual discussion between the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfieldparties, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by then the Company and Executive, or if the parties cannot Executive each agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Any arbitration hereunder shall be conducted in accordance with the Judicial Arbitration and Mediation Services (“JAMS”) Employment Dispute Resolution Arbitration Rules in effect at the time of the American Arbitration Association then arbitration (the “JAMS Rules”) and the law applicable to the claim(s) asserted therein. The parties shall have fifteen (15) calendar days after JAMS issues a Commencement Letter (as defined in effect. the JAMS Rules) to attempt to agree on the selection of an arbitrator from the JAMS roster. In the event the parties are unable to agree in such time, JAMS will provide a list of five (b5) qualified and available arbitrators, and an arbitrator will be selected from that list by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a coin toss. The parties agree that this agreement to use their best efforts arbitrate includes any claims that the Company may have against Executive, or that Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, Executive’s employment, or Executive’s termination, including but not limited to any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, and the parties hereby expressly waive any rights to litigate claims covered by this agreement to arbitrate in a court or other venue, except for (i) appoint (ora request by any party for temporary, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute preliminary or controversy exists that necessitates the appointment of an arbitrator, and permanent injunctive relief pending arbitration in accordance with applicable law; (ii) cause breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof; or (iii) an administrative claim with an administrative agency. The parties agree that the arbitrator shall have the authority to and shall determine all gateway issues related to any dispute submitted to arbitration hearing hereunder, including but not limited to be held within thirty (30) days of the date of selection jurisdiction of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency arbitrability of any dispute (including the scope, validity, or controversy arising under enforceability of this agreement to arbitrate), and the proper or in connection with this Agreementpermissible parties to any such arbitration. The Company and Executive hereby parties further agree that the arbitrator shall be empowered to enter an award damages and/or equitable decree mandating specific performance relief, as appropriate. Any arbitration provided for herein shall be conducted in or around Morristown, New Jersey, unless otherwise mutually agreed. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the costs of Executive’s representation in the arbitration (including but not limited to the fees and costs of Executive’s attorneys, advisors, experts, and other service providers), unless such cost is awarded in accordance with law or otherwise awarded by the arbitrator. Except as otherwise provided above, the arbitrator may award legal fees to the prevailing party in the arbitrator’s sole discretion; provided that the percentage of fees so awarded shall not exceed 1% of the terms net worth of this Agreementthe paying party (i.e., the Company or Executive). If Judgment upon any dispute under this Section 11 shall resulting arbitration award may be pendingentered in any federal or state court of competent jurisdiction. Neither a party nor the arbitrator may disclose the existence, Executive shall continue content, or outcome of any arbitration hereunder without the prior written consent of all parties to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments except (1) as provided by Section 10 hereof; and (2) as may be offset against any damages awarded to Executive required by law, including for purposes of entering judgment upon or may be recovered from Executive if it is determined that Executive was not entitled to enforcing the continued payment of base salary under the other provisions of this Agreementarbitrator’s award.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved All appeals from determinations by the parties to this Agreement EB Committee as described in paragraph (b) above, and their respective advisors and representatives any Units Damages Dispute, shall be fully and finally settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effecteffect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s Obligations, may also be raised in such arbitration proceedings. (bi) The parties agree arbitrator shall have the authority to use their best efforts determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days terms of the date that a party hereto notifies Plan, this Agreement (except for breaches of any of the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorParticipant’s Obligations), existing Company policy, and (ii) cause applicable substantive New York State and U.S. federal law and shall have the authority to award any arbitration hearing to be held within thirty (30) days remedy or relief permitted by such laws. The final decision of the date of selection of the arbitrator, and, as EB Committee with respect to a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive Plan Dispute shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute upheld unless such decision was arbitrary or controversy arising under or in connection with this Agreementcapricious. The Company and Executive hereby agree that decision of the arbitrator shall be empowered final, conclusive, not subject to enter an equitable decree mandating specific performance appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, both the Participant and the Company or a Related Company waive any right to ▇▇▇ each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the terms Participant’s Obligations), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this AgreementAgreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above) and Units Damages Disputes. Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Section 11 Agreement or subject to this dispute resolution provision, the laws of the State of New York shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior apply without giving effect to the act or omission which forms conflicts of laws provisions thereof. (vi) To the basis for extent an arbitrator determines that the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive Participant was not terminated for Cause and is entitled to the continued payment of base salary RSUs or any other benefits under the other Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a release satisfactory to Verizon as provided under paragraph 7(b)(2) shall remain applicable in order to receive the benefit of any RSUs pursuant to this Agreement.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofAny dispute, any dispute claim or controversy based on, arising under out of or in connection with relating to Consultant’s service or this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by final and binding arbitration in SouthfieldSan Diego, MichiganCalifornia, before one a single neutral arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the JAMS Employment Dispute Resolution Arbitration Rules of and Procedures (the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or“Rules”), if applicable, cause and judgment on the American Arbitration Association to appoint) award rendered by the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Rules may be found online at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. If the parties are unable to agree upon an arbitrator, provided that Executive one shall be entitled appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Consultant and the Company agree that, to seek specific performance of Executive’s right the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree prevailing party; provided, further, that the arbitrator prevailing party shall be empowered reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Consultant’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to enter an equitable decree mandating specific performance this sentence shall terminate on the tenth (10th) anniversary of the terms date of this AgreementConsultant’s termination of service. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close Other costs of the arbitration, such continued base salary payments including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Consultant’s service. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be offset against necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any damages awarded court of competent jurisdiction. Seeking any such relief shall not be deemed to Executive or may be recovered from Executive if it is determined that Executive was not entitled a waiver of such party’s right to compel arbitration. Both Consultant and the continued payment of base salary under the other provisions of this AgreementCompany expressly waive their right to a jury trial.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the parties agree to this Agreement extend the mediation), the mediation shall terminate and their respective advisors and representatives the dispute shall be settled exclusively by arbitration in Southfieldarbitration. In addition, Michiganif a party initiates litigation, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executivearbitration, or if other binding dispute resolution process without initiating mediation, or before the parties cannot agree on mediation process has terminated, an opposing party may deem the selection of the arbitrator, who shall be selected pursuant mediation requirement to the procedures of the American Arbitration Association, have been waived and such may proceed with arbitration. The arbitration shall will be conducted in accordance with the Employment Dispute Resolution Rules of procedures contained in this document and the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause arbitration rules established by the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, “Centro” and (ii) cause any arbitration hearing to be held within thirty (30) days effective as of the date of selection the engagement letter. In the event of a conflict, the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementdocument will control. The arbitration will be conducted before a panel of three arbitrators, notwithstanding the importance of the dispute, to be appointed as established by the “Centro”. Any issue concerning the dispute or the applicability, interpretation or enforceability of any of these procedures, including any dispute concerning whether all or part of these procedures are not valid or enforceable, shall be resolved by the arbitrators. No potential arbitrator may be appointed unless he or she had agreed in writing to be bound and comply with these procedures. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. They shall have no power to award punitive damages or any other damages exceeding the actual direct damages that affected the party in favor of whom the award was issued, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to grant an award or impose a remedy that could not be granted or imposed by a court deciding on the matter in the same jurisdiction. Neither party shall be allowed to reveal any information related to the arbitration process, unless expressly authorized by the arbitration panel when the party requesting such disclosure of information demonstrates substantial need to do so.

Arbitration. The Account Holder and Custodian shall attempt (ain good faith) Except as contemplated to resolve by Section 9(d) or Section 11(c) hereof, negotiation any dispute or controversy and all claims and disputes arising under or in connection with relating to this Agreement Agreement. In the event that cannot be mutually resolved the Account Holder and Custodian (including any agent, successor, or assign of the other) are unable to resolve their claim or dispute by the parties negotiation, any claim or dispute arising out of or relating to this Agreement and their respective advisors and representatives or the breach, termination, interpretation or validity thereof (except issues relating to this arbitration provisions as specified below) of the scope or applicability of this Agreement to arbitrate, shall be settled exclusively resolved by individual arbitration before a sole arbitrator, in Southfieldthe state of Colorado, Michigancounty of Denver. The arbitration will be administered by Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. Claims and Disputes will not be resolved in any other forum or venue unless JAMS is unwilling or unable to perform such service. In such case the Custodian shall determine an alternative provider and all other provisions of this section shall apply. All issues are for the arbitrator to decide, before one arbitrator except that issues relating to arbitrability, the scope or enforceability of exemplary qualifications this agreement to arbitrate and statureother items set forth in this Article XXVI, who shall be selected jointly for a court of competent jurisdiction to decide. The Account ▇▇▇▇▇▇ and Custodian agree that any such arbitration proceeding will be conducted by a retired judge who is experienced in dispute resolution. Pre‐arbitration discovery will be limited to the greatest extent provided by the Company rules of JAMS and Executive, any arbitration award will not include factual findings or if the parties cannot agree on the selection conclusions of the arbitrator, who shall law. No consequential or punitive damages will be selected pursuant to the procedures of the American Arbitration Associationawarded, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of shall have no power or authority to render any award or issue any order at any time except as permitted in this Agreement. Notwithstanding any other rules, no arbitration proceeding brought against the date that a party hereto notifies Custodian will be consolidated with any other arbitration proceeding without the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Custodian’s consent. Judgment may be entered on the arbitrator’s upon any award granted in any arbitration in any court of competent jurisdiction in Denver, Colorado, or in any other court having jurisdictionjurisdiction for this limited purpose only. The arbitrator shall award reasonable attorneys’ fees and expenses, provided including the expense of the arbitration, to the prevailing party. The Account ▇▇▇▇▇▇ agrees that Executive the Account Holder may only bring claims and disputes to arbitration only in his or her individual capacity and not as a plaintiff or class member in any purported class or representative arbitration. The prevailing party in any judicial motion to compel arbitration or confirm an arbitration award rendered pursuant to this paragraph shall be entitled to seek specific performance reimbursement of Executive’s its reasonable attorneys’ fees and expenses from the non‐moving party. Arbitration is final and binding on the Account Holder and Custodian. The Account ▇▇▇▇▇▇ and Custodian agree to waive their right to be paid and seek remedies in court, including the right to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreementjury trial. The Company Account Holder and Executive hereby Custodian agree that the arbitrator any such proceedings shall be empowered treated as confidential and shall not be disclosed to enter an equitable decree mandating specific performance anyone else, except as may be necessary to effectuate the ruling of the terms arbitrator. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS’ rules, unless otherwise stated below. The prevailing party in the arbitration will be entitled to reimbursement of all fees associated with the arbitration paid for by the prevailing party. The Account Holder can choose to reject this Agreementbinding agreement to arbitrate by mailing the Custodian a written opt‐out notice. The opt‐out notice must be postmarked no later than 30 days after the date you accept this Agreement for the first time. You must mail the opt‐out notice to M2 Trust, Attn: Litigation Department, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇. This procedure is the only way you can opt out of the agreement to arbitrate. If any dispute under this Section 11 shall be pendingyou opt out of the agreement to arbitrate, Executive shall all other parts of the Agreement will continue to receive at apply. Form 5305‐A is a minimum model custodial account agreement that meets the base salary which Executive was receiving immediately prior to requirements of section 408(a) and has been pre‐approved by the act or omission which forms IRS. A traditional individual retirement account (Traditional IRA) is established after the basis form is fully executed by both the individual (Account Holder) and the Custodian and must be completed no later than the due date (excluding extensions) of the individual’s income tax return for the disputetax year. At This account must be created in the close United States for the exclusive benefit of the arbitrationAccount Holder and his or her beneficiaries. For more information on IRAs, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to including the continued payment of base salary under required disclosures the other provisions of this AgreementCustodian must give the Account Holder, see Pub. 590, Individual Retirement Arrangements (IRAs).

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any Any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by or Executive’s employment relationship with the parties to Company, irrespective of whether this Agreement and their respective advisors and representatives shall or Executive’s employment relationship with the Company has terminated, will be settled exclusively by binding arbitration to be held in Southfield, Michigan, before one arbitrator of exemplary qualifications the metropolitan area in which Executive is then employed and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Dispute Resolution Rules Disputes of the American Arbitration Association (“AAA”), or the corresponding rules of such other entity as may be mutually agreed upon by the parties, as then in effect. (b) After either party submits a request for arbitration, AAA or such other entity mutually agreed upon by the parties (either, hereinafter referred to as the “ADR Entity”), the ADR Entity will be requested to appoint a single, neutral arbitrator from a panel of former or retired judges, within ten business days after such request, to preside over the arbitration and resolve the dispute. The parties agree to raise any objections to such appointment within ten business days after it is made and to limit those objections to the arbitrator’s actual conflict of interest. The ADR Entity, in its sole discretion, will determine within ten business days the validity of any objection to the appointment of the arbitrator based on the arbitrator’s actual conflict of interest. The arbitrator will be directed to render a full decision on all issues properly before the arbitrator within 60 days after being appointed to serve as arbitrator, unless the parties otherwise agree in writing or the arbitrator makes a finding that a party has carried the burden of showing good cause for a longer period. (c) The parties will use their best efforts to (i) appoint (or, if applicable, cause cooperate with each other in causing the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days in as efficient and expeditious a manner as practicable, including but not limited to, providing such documents and making available such of their personnel and agents as the date arbitrator may request. The parties direct the arbitrator to take into account their stated goal of selection of the arbitrator, expedited proceedings in determining whether to authorize discovery and, as a condition to his or her selectionif so, such arbitrator must consent to be available for a hearing, at such timethe scope of permissible discovery and other hearing and pre-hearing procedures. (cd) Other than as set forth in SECTIONS 13(h) and 16, the arbitrator will not have the authority to add to, detract from or modify any provision of this Agreement or to award punitive damages to any injured party. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company will bear all expenses of any such arbitration proceeding, provided except that Executive each party will bear its own counsel fees unless the arbitrator decides to award counsel fees to one of the parties. (e) Notwithstanding the foregoing, each party shall be entitled to seek specific performance injunctive or other equitable relief, as contemplated by SECTION 13(i) above, from any court of Executive’s right competent jurisdiction, without the need to be paid and resort to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated The parties shall use their best efforts and good will to settle all disputes by Section 9(d) or Section 11(c) hereofamicable negotiations. The Company and ▇▇▇▇▇▇▇ agree that, with the express exception of any dispute or controversy arising under Section 9 of this Agreement, any controversy or claim arising out of or in connection any way relating to ▇▇▇▇▇▇▇’▇ employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that canare not be mutually amicably resolved by the parties to this Agreement and their respective advisors and representatives negotiation, shall be settled exclusively by arbitration in SouthfieldNew Jersey, Michiganor such other place agreed to by the parties, before one arbitrator of exemplary qualifications and stature, who as follows: (a) Any such arbitration shall be selected jointly heard by the Company and Executive, or if a single arbitrator. Except as the parties cannot agree on may otherwise agree, the arbitration, including the procedures for the selection of the an arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Dispute Resolution Rules Disputes of the American Arbitration Association then in effect(“AAA”). (b) All attorneys’ fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrator shall have the discretion to award costs and/or attorneys’ fees as he or she deems appropriate under the circumstances. The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorhereby expressly waive punitive damages, and (ii) cause under no circumstances shall an award contain any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeamounts that are in any way punitive in nature. (c) Judgment on the award rendered by the arbitrator may be entered on the arbitrator’s award in any court having jurisdictionjurisdiction thereof. (d) It is intended that controversies or claims submitted to arbitration under this Section 10 shall remain confidential, provided and to that Executive end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of any persons concerning them, shall be entitled disclosed to seek specific performance of Executive’s right third persons at any time, except to be paid and the extent necessary to participate enforce an award or judgment or as required by law or in benefit programs during the pendency of any dispute or controversy arising under response to legal process or in connection with this Agreement. The Company and Executive hereby agree that such arbitration. (e) Notwithstanding the arbitrator shall be empowered to enter an equitable decree mandating specific performance foregoing, each of the terms of this Agreement. If any parties agrees that, prior to submitting a dispute under this Section 11 shall be pendingAgreement to arbitration, Executive shall continue the parties agree to receive at submit for a minimum period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party mediator under the base salary which Executive was receiving immediately prior auspices of JAMS, New York, New York Resolutions Center (or any successor location), pursuant to the act procedures of JAMS International Mediation Rules conducted in New Jersey (however, such mediation or omission which forms the basis for the dispute. At the close obligation to mediate shall not suspend or otherwise delay any termination or other action of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive Company or may be recovered from Executive if it is determined that Executive was not entitled to affect the continued payment of base salary under the Company’s other provisions of this Agreementrights).

Arbitration. Subject to the right of each party to seek specific performance (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that canwhich right shall not be mutually resolved by the parties subject to arbitration), if a dispute arises out of or is in any way related to this Agreement and their respective advisors and representatives or the asserted breach thereof, such dispute shall be settled exclusively by referred to arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if American Arbitration Association (the parties cannot agree on the selection of the arbitrator, who shall be selected "AAA") pursuant to the procedures AAA's National Rules for the Resolution of Employment Disputes (the "Arbitration Rules"). A dispute subject to the provisions of this Section 15 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the "Arbitration Notice"). The parties agree that, after the issuance of the American Arbitration AssociationNotice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and such the date the dispute is set for arbitration shall be conducted to resolve the dispute by mediation in accordance with the Employment Dispute Resolution Rules of Arbitration Rules. If the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of dispute is not resolved by the date that a party hereto notifies set for arbitration, then any controversy or claim arising out of this Agreement or the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, asserted breach hereof shall be resolved by binding arbitration and (iijudgment upon any award rendered by arbitrator(s) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in Chenango County, New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that Executive discovery shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during concluded within ninety (90) days after the pendency of any dispute or controversy arising under or in connection with this Agreementdate the matter is set for arbitration. The Company and Executive hereby agree that arbitrator or arbitrators shall have the arbitrator power to award reasonable attorneys' fees to the prevailing party. Any provisions in this Agreement to the contrary notwithstanding, this Section 15 shall be empowered governed by the Federal Arbitration Act, and the parties have entered into this Agreement pursuant to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementact.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives Title Disputes shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted submitted for resolution in accordance with this Section 5.9 to an attorney with at least ten (10) years of experience in oil and gas title matters in the Employment State of Kansas, and Environmental Disputes shall be submitted for resolution in accordance with this Section 5.9 to an attorney with at least ten (10) years of experience in oil and gas environmental matters in the State of Kansas (in each case, the “Arbitrator”). Seller and Purchaser shall attempt to agree upon an Arbitrator. In the event that Seller and Purchaser are not able to agree on an Arbitrator within ten (10) days after the date on which either Party determines to submit a Title Dispute Resolution Rules of or Environmental Dispute to arbitration, either Seller or Purchaser may request that the American Arbitration Association then appoint the Arbitrator. The fees and expenses of any Arbitrator shall be paid by the losing party. Each of Seller and Purchaser shall submit a written statement of its position to the Arbitrator with respect to the Title Dispute or Environmental Dispute (as applicable) not later than the tenth (10th) day after the Arbitrator is appointed. The Arbitrator shall render his or her decision within fifteen (15) days after the Arbitrator is appointed. The decision of the Arbitrator shall be conclusive and binding on Seller and Purchaser and shall be enforceable against any Party in effect. a court of competent jurisdiction. Anything in this Section 5.9 or the other provisions of this Agreement to the contrary notwithstanding, to the extent that all Title Disputes and Environmental Disputes have not been resolved prior to the Closing by arbitration or otherwise: (a) the Assets affected by such unresolved Title Defects and Environmental Defects shall be conveyed to Purchaser at the Closing; (b) The parties agree to use their best efforts an amount equal to (i) appoint the aggregate Title Defect Values (oras asserted in good faith by Purchaser, if applicable, cause unless the American Arbitration Association to appointParties have otherwise agreed upon an amount) of the Assets (or portion thereof) affected by such unresolved Title Disputes and (ii) the arbitrator within thirty (30) days aggregate Allocated Values of the date that a party hereto notifies Assets affected by such unresolved Environmental Disputes shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); (c) at the Closing, Purchaser shall deposit such amounts into the Escrow Account pursuant to the Escrow Agreement pending resolution of such Title Disputes and Environmental Disputes; and (d) as each such Title Dispute or Environmental Dispute is resolved by the Arbitrator or by agreement of Purchaser and Seller, Purchaser and Seller shall instruct the Escrow Agent to make payments from amounts deposited in the Escrow Account on account of such resolved Title Dispute or Environmental Dispute (and any interest or other party that a dispute or controversy exists that necessitates earnings thereon): (i) to Purchaser if and to the appointment extent resolved in favor of an arbitratorPurchaser, and (ii) cause otherwise, to Seller. In connection with any arbitration hearing determination of an Environmental Dispute by an Arbitrator pursuant to be held within thirty this Section 5.9, it is understood that: (30x) days of neither Party may introduce or otherwise use information obtained by Purchaser after the date of selection of the arbitrator, and, as a condition Environmental Defect Notice with respect to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award Environmental Defect in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under its Environmental Defect Value, and in no event may the Arbitrator consider or give weight to any such information, (y) Neither Party may assert any violation of Environmental Law that is not specified in connection the Environmental Defect Notice with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior respect to the act or omission which forms Environmental Defect in dispute, and (z) the basis for Environmental Defect Value of an Environmental Defect may not exceed the dispute. At amount thereof asserted in the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementEnvironmental Defect Notice with respect thereto.

Arbitration. (a) Except as contemplated by Section 9(d) Any grievance or Section 11(c) hereofother matter in dispute involving the interpretation or application of the provisions of this Agreement, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved settled by the parties grievance procedure in Article XX, may be referred to this Agreement an arbitrator as hereinafter provided. (b) Either party may institute arbitration proceedings when the grievance procedure has been exhausted by written demand upon the other party specifying the nature of the unsettled grievance or any other matter in dispute and their respective advisors the remedy requested. Such demand must be made within thirty days of the Union's receipt of the Authority's Step 3 decision of the grievance procedure or, if no decision is issued, of the last day of the period permitted for issuing such decision. Within fifteen days following the presentation of such demand, the party demanding arbitration shall request the New Jersey Public Employment Relations Commission ("PERC") to provide an arbitrator to hear the arbitration in the manner set forth in the Rules and representatives Regulations of PERC. If such demand is not filed with PERC within forty-five days of the Union's receipt of the Authority's Step 3 decision or, if no decision is issued of the last day of the period permitted for issuing such decision, the grievance shall cease to exist. (c) The decision of the arbitrator shall be settled exclusively by arbitration in Southfield, Michigan, before one writing and shall include the reasons for each finding and conclusion. The decision of the arbitrator of exemplary qualifications and stature, who shall be selected jointly by binding upon the Company Authority and Executive, Union for the duration of this Agreement. (d) The arbitrator appointed or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to this Article may not alter, in any way, the procedures provisions of this Agreement. (e) In the event an arbitrator shall award retroactive pay to an aggrieved employee (employees), it is agreed that any interim wages or unemployment benefits which the employee (employees) may have earned elsewhere during the period covered by the award shall be deducted from the same. (f) In the event of a change in the law governing the New Jersey Public Employment Relations Commission or its rules and regulations which would in any way effect the method of selection of an arbitrator, then, in the alternative, the party demanding the arbitration shall refer the matter to the American Arbitration Association to provide an arbitrator and for arbitration proceedings pursuant to the rules of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (bg) Each party shall bear the expense of its own representatives. The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days expenses of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, neutral arbitrator and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close general expenses of the arbitration, if any, shall be borne equally by both parties, except that any party unilaterally causing postponement of a scheduled arbitration shall bear any expense of the arbitrator resulting from the postponement. (h) Nothing herein shall be construed as restricting the right of any employee or group of employees to present their problems or requests directly to their supervisor or the Executive Director at any time for adjustment as long as the adjustment is not inconsistent with the terms of a collective negotiating contract or agreement then in effect; provided further, that the negotiating representative has been given opportunity to be present at such continued base salary payments adjustment. (i) The Authority may submit complaints to the Union Local Business Agent. If these are not settled they may be offset against any damages awarded submitted to Executive the grievance procedure starting with the second step. The same procedural requirements applicable to the Union in Article XX shall be applicable to the Authority except that Step 1 shall not apply to the Authority. (j) In the event that an employee or may aggrieved party chooses to pursue a federal, state or municipal statutory remedy over a matter where a grievance, arising over the same facts, is pending or has been resolved, the grievance shall be recovered withdrawn from Executive if the grievance or arbitration procedure or where a resolution of the grievance has been made, to the extent it is determined that Executive was not entitled inconsistent with any statutory remedy obtained, the grievance determination shall have no effect. Nothing herein is intended to the continued payment deny an employee any right of base salary action or appeal which he may have under the other provisions laws of this Agreementthe State of New Jersey.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If the parties are unable to resolve any dispute or controversy arising under claim relating directly or in connection with this Agreement that cannot be mutually resolved by the parties indirectly to this Agreement or any dispute or claim between Executive and their respective advisors the Company or its officers, directors, agents, or employees (a “Dispute”), then either party may require the matter to be settled by final and representatives binding arbitration by sending written notice of such election to the other party clearly marked “Arbitration Demand.” Such Dispute shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted arbitrated in accordance with the Employment Dispute Resolution Rules terms and conditions of this Section 15. Notwithstanding the American Arbitration Association then in effectforegoing, either party may apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association to appoint) in accordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator within thirty (30) days may be entered in any court having jurisdiction thereof. The decision of the date that a party hereto notifies arbitrator shall be final and binding on the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorparties, and (ii) cause any arbitration hearing specific performance giving effect to be held within thirty (30) days the decision of the date arbitrator may be ordered by any court of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timecompetent jurisdiction. (c) Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance with this Agreement, and any such party need not comply with the procedural provisions of this Section 15 in order to assert such counterclaim(s). (d) The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in Detroit, Michigan or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted pursuant to the Employment Arbitration Rules of AAA as in effect at the time of the arbitration hearing, such arbitration to be completed in a 60-day period. In addition, the following rules and procedures shall apply to the arbitration: (i) The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration as required by this Section 15. (ii) The decision of the arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award rendered by the arbitrator may be entered on by any competent court. Each party submits itself to the arbitrator’s jurisdiction of any such court, but only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder. (iii) The arbitrator shall have the power to grant all legal and equitable remedies (including, without limitation, specific performance) and award compensatory and punitive damages if authorized by applicable law. (iv) Except as provided in Section 11, the parties shall bear their own costs in preparing for and participating in the resolution of any Dispute pursuant to this Section 15, and the costs of the arbitrator(s) shall be equally divided between the parties. (v) Except as provided in the last sentence of Section 15(a), the provisions of this Section 15 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdiction, provided that Executive shall be entitled or before any administrative tribunal with respect to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy Dispute arising under or in connection with this Agreement. The Company and Executive hereby agree that Any party commencing a lawsuit in violation of this Section 15 shall pay the arbitrator shall be empowered to enter an equitable decree mandating specific performance costs of the terms of this Agreement. If any dispute under this Section 11 shall be pendingother party, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitrationincluding, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementwithout limitation, reasonable attorney’s fees and defense costs.

Arbitration. (a) Except In the 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 solved by mediation, then as contemplated to any of the questions made subject to arbitration hereunder, such question or questions shall be submitted to three competent and disinterested arbitrators in the following manner. The party desiring such arbitration shall select 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 Section 9(d) them. If the 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 such 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 Section 11(c) hereofquestions submitted for arbitration and shall give to each of the parties hereto reasonable notice of the time and place of their meetings, any dispute and reasonable opportunity for the production of evidence. After hearing both parties, the arbitrators shall promptly make an award in writing upon the question or controversy arising under or in connection with this Agreement that cannot be mutually resolved 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 to this Agreement hereto as above set forth and their respective advisors and representatives shall not otherwise tender any award. The award of such arbitrators, or a majority of them, shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications final and stature, who shall be selected jointly by the Company and Executive, or if binding upon the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Associationhereto, 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 conducted 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 Employment Dispute Resolution Rules of the American Arbitration Association then such decision in effectarbitration. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. The Company and Executive agree to the resolution by binding arbitration of all claims, demands, causes of action, disputes, controversies or other matters in question (a“claims”) Except arising out of this Agreement or Executive’s employment (or its termination), whether in contract, tort or otherwise and whether provided by statute or common law, that the Company may have against Executive or that Executive may have against the Company or its parents, subsidiaries and affiliates, and each of the foregoing entities’ respective officers, directors, employees or agents in their capacity as contemplated by such or otherwise; except that this agreement to arbitrate shall not limit the Company’s right to seek equitable relief, including injunctive relief and specific performance, as provided in Section 9(d12(i). Notwithstanding the foregoing, however, this Section 12(h) or Section 11(c) hereof, shall not apply in the event Executive asserts any dispute or controversy claim arising under or in connection with related to ERISA. The arbitrator may make an interim award granting equitable relief to either party and such award may be enforced like a final award. Claims covered by this agreement to arbitrate also include claims by Executive for breach of this Agreement or other claims arising out of his employment, including but not limited to, wrongful termination, discrimination (based on age, race, sex, disability, national origin, religion or any other factor), statutory leave entitlements and retaliation. The Company and Executive agree that canany arbitration shall be in accordance with the Federal Arbitration Act (“FAA”) and, to the extent an issue is not be mutually resolved addressed by the parties FAA, with the then-current National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) or such other rules of the AAA as applicable to this Agreement and their respective advisors and representatives the claims being arbitrated. The arbitration shall be settled exclusively conducted by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the a single arbitrator, who shall be selected by agreement of the parties or if they do not agree on an arbitrator within 15 days after either the Company or Executive has made a demand for arbitration then the arbitrator will be selected pursuant to the procedures rules of the American Arbitration AssociationAAA. If a party refuses to honor its obligations under this Agreement to arbitrate, and such the other party may compel arbitration in either federal or state court. The arbitrator shall be conducted in accordance with apply the Employment Dispute Resolution Rules substantive law of the American Arbitration Association then in effect. State of Texas (b) excluding Texas choice-of-law principles that might call for the application of some other state’s law), or federal law, or both as applicable to the claims asserted. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. The parties agree that the exclusive venue for arbitration will be in the county in which the Company’s headquarters are then located, and that any arbitration commenced in any other venue will be transferred to use their best efforts such county upon the written request of any party to (i) appoint (orthis Agreement. If permitted by law, if applicable, cause the American Arbitration Association to appoint) party in whose favor the arbitrator within thirty (30) days of renders the date that a party hereto notifies award may, in the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection discretion of the arbitrator, andalso be awarded all costs and expenses actually incurred, as a condition to his or her selectionincluding reasonable attorneys’ fees, such arbitrator must consent to be available for a hearingand costs, at such time. (c) Judgment may be entered on but excluding expert witness fees. Any and all of the arbitrator’s orders, decisions and awards may be enforceable in, and judgment upon any award in rendered by the arbitrator may be confirmed and entered by, any federal or state court having jurisdiction. All proceedings conducted pursuant to this agreement to arbitrate, provided that Executive including any order, decision or award of the arbitrator, shall be entitled kept confidential by all parties except to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under extent such disclosure is required by law, or in connection with this Agreementa proceeding to enforce the rights hereunder. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pendingTHE PARTIES ACKNOWLEDGE THAT, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitrationBY SIGNING THIS AGREEMENT, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementTHEY ARE WAIVING ANY RIGHT THAT THEY MAY HAVE TO A JURY TRIAL OR A COURT TRIAL OF ANY EMPLOYMENT-RELATED CLAIM.

Arbitration. (a) Except If either the Provider Party or the Administrator Party wishes to pursue the Dispute as contemplated by provided in Section 9(d) or Section 11(c) hereof6.1, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties such party shall submit it to this Agreement and their respective advisors and representatives shall be settled exclusively by non-binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Commercial Arbitration Rules of the American Arbitration Association then in effect. (b“AAA”). In no event may any arbitration be initiated more than one (1) The parties agree to use their best efforts to (i) appoint (oryear following, if as applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days end of the date that a party hereto notifies the other party that a dispute sixty (60) day negotiation period set forth in Section 6.1, or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be bound by controlling law. The Parties and the Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys’ fees related to the arbitration except that the AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, and, as a condition although such party shall be obligated to his or her selection, such arbitrator must consent to be available for a hearing, file and pursue arbitration at such time. (c) the earliest reasonable opportunity. Judgment on the award rendered may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive jurisdiction thereof. Nothing contained in this Article VI shall be entitled to seek specific performance of Executivelimit a Party’s right to be paid terminate this Agreement with or without cause in accordance with Section 7.2. In addition, nothing contained in this Article VI prohibits the parties from pursuing remedies available under the Regulatroy Requirements. In the event litigation is initiated, the Parties agree to waive any right to a trial by jury and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it neither Party is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementspecial, indirect, punitive or exemplary damages.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that canIf the Claim is not be mutually resolved by negotiation by the parties conclusion of the negotiation period referred to this Agreement and their respective advisors and representatives above, such Claim shall be settled exclusively resolved by final and binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Title 9 of the U.S. Code. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (a) Any Participating Party desiring to commence arbitration shall send a written notice (an "Arbitration Notice") to the other Participating Parties and to the AAA describing the dispute and setting forth the matters to be resolved by the arbitration. Within ten Business Days of the date of such notice (the "Notice Period"), any other Participating Party may, if such Participating Party does not agree with the description or statement of matters to be resolved, send an Arbitration Notice to the other Participating Parties and to the AAA describing the dispute and setting forth the matters to be resolved by the arbitration. Within ten Business Days of the end of the Notice Period, the Participating Parties shall, if they can agree, select an arbitrator to resolve the dispute. In the event that the Participating Parties have not selected an arbitrator within ten Business Days of the end of the Notice Period, then the dispute shall be resolved by majority decision of a panel of three arbitrators, selected by the AAA in effectaccordance with its rules. (b) The parties agree to use their best efforts to (i) appoint (orIn selecting arbitrators, if applicable, cause the American Arbitration Association to appoint) Participating Parties or the arbitrator within thirty (30) days of AAA shall select persons who are experienced in and knowledgeable about the date that a party hereto notifies the other party that a dispute information technology and telecommunications industries and are rendering no advice or controversy exists that necessitates the appointment of an arbitratorservices to, and (ii) cause within the past two years have rendered no material advice or services to, any arbitration hearing Party to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timethis Agreement. (c) Judgment The place of arbitration shall be Austin, Texas. (d) The arbitrator(s) shall have no authority to award punitive damages or any other damages not measured by the prevailing Party's actual damages, and may be entered on the arbitrator’s award not, in any court having jurisdictionevent, provided make any ruling, finding or award that Executive shall be entitled does not conform to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions and conditions of this Agreement. (e) At any time after the commencement of a proceeding hereunder, any Party may make an application to the arbitrators seeking injunctive relief until such time as the arbitration award is rendered or the controversy is otherwise resolved. Any Participating Party may also apply to any court having jurisdiction hereof at any time to seek injunctive relief until such time as the arbitration award is rendered or the controversy is otherwise resolved. (f) The award shall be made within one month of filing of the Arbitration Notice, and the arbitrator(s) shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator(s) if necessary. The failure to meet these time limits shall not invalidate the award when rendered. (g) Except as required by law or by regulation, or with the consent of all Parties involved in the proceeding, no Party hereto shall disclose or disseminate any information relating to a Claim or to the dispute resolution proceedings called for hereby except for disclosure to those of its officers, employees, accountants, attorneys and agents whose duties reasonably require them to have access to such information. (h) The Participating Parties in the arbitration shall share equally the costs and expenses of the arbitration. Each Participating Party shall otherwise bear its own fees and expenses.

Arbitration. (a) Except as contemplated by Section 9(d) At the election of either you or Section 11(c) hereofus, any claim, dispute or controversy (“Claim”) by either you or us against the other, arising under from or relating in connection with this Agreement that cannot be mutually resolved by the parties any way to this Agreement or your Account, or their establishment, or any transaction or activity on your Account, including (without limitation) Claims based on contract, tort (including intentional torts), fraud, agency, negligence, statutory or regulatory provisions or any other source of law and their respective advisors and representatives (except as otherwise specifically provided in this Agreement) Claims regarding the applicability of this arbitration provision or the validity of the entire Agreement, shall be settled resolved exclusively by arbitration arbitration. For purposes of this provision, “you” includes yourself, any authorized user on the Account, and any of your agents, beneficiaries or assigns, or anyone acting on behalf of the foregoing, and “we” or “us” includes our employees, parents, subsidiaries, affiliates, beneficiaries, agents and assigns, and to the extent included in Southfielda proceeding in which Farm Bureau Bank, MichiganFSB, before one arbitrator is a party, its service providers and marketing partners. Any Claims sought to be made or remedies sought to be obtained as part of exemplary qualifications and statureany class action, who private attorney general or other representative action (hereafter all included in the term “class action”) shall be selected jointly by the Company subject to arbitration, and Executivearbitrated on an individual basis between you and us, not on a class or representative or other collective basis. The arbitrator shall not have any authority to entertain a claim, or if the parties cannot agree to award any relief, on the selection behalf of the arbitrator, who shall be selected pursuant or against anyone other than a named party to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreementproceeding. If any dispute Claim is advanced in a court, arbitration may be elected under this Section 11 provision instead, and the right to elect arbitration shall not be pendingdeemed to have been waived if the election is made at any time before commencement of trial. ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION YOU AND WE WILL NOT HAVE THE RIGHTS THAT ARE PROVIDED IN COURT INCLUDING THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL ARE ALSO LIMITED OR ELIMINATED BY ARBITRATION. ALL OF THESE RIGHTS ARE WAIVED AND ALL CLAIMS MUST BE RESOLVED THROUGH ARBITRATION. Your Billing Rights: Keep this Document for the disputeFuture Use. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary This notice tells you about your rights and our responsibilities under the other provisions of this AgreementFair Credit Billing Act. What to Do if You Find a Mistake on Your Statement.

Arbitration. (a) Except as contemplated by Section 9(d) Nothing contained in this Agreement shall preclude BROKER from commencing any action in any court having jurisdiction thereof with respect to any matter arising out of, relating to or Section 11(c) hereofpertaining to this Agreement. However at the sole option of BROKER, any dispute controversy, claim or controversy dispute, whether in contract, tort or otherwise, arising under out of, relating to or in connection with pertaining to this Agreement or the interpretation, breach, enforcement or subject matter thereof, that cannot be mutually resolved settled by mutual agreement of the parties may at the sole option of the BROKER: (i) be submitted to arbitration by one (1) arbitrator (unless the BROKER determines to have multiple arbitrators) in Miami-Dade County by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in SouthfieldTransportation ADR Council, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association its rules then in effect. , or conducted by any other recognized arbitration association or entity in accordance with similar rules (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute “Arbitration”); or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause be determined through any arbitration hearing alternative dispute resolution (“ADR”) procedure provided for under the laws of the state of Florida, with such ADR procedure to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his selected by BROKER. Judgment upon any Arbitration award or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment ADR determination may be entered on the arbitrator’s award in any court having jurisdictionof any state or county or application may be made to such court through judicial acceptance of the award or determination and on order of enforcement, provided that Executive as the law of the jurisdiction may require or allow. The Arbitration award or ADR determination shall be entitled to seek specific performance final and no appeal shall be taken by either party. The costs of Executive’s right any such Arbitration or ADR shall be borne equally by the SHIPPER and the BROKER, unless the arbitrator(s) or ADR decision-maker deems such division of costs to be paid inequitable, in which event the arbitrator(s) or ADR decision-maker may allocate the costs of Arbitration or ADR among the parties thereto as he or she deems just and to participate equitable under the circumstances. THE SHIPPER AND BROKER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY OR AGAINST EACH OTHER ON, OR IN RESPECT OF, ANY MATTER ARISING OUT OF, RELATING TO OR PERTAINING TO THIS AGREEMENT, OR THE INTERPRETATION, BREACH, ENFORCEMENT OR SUBJECT MATTER THEREOF. All claims for arbitration under this Agreement must be brought in benefit programs during the pendency of Party’s individual capacity and not as a plaintiff or class member in any dispute purported class, collective action, or controversy arising under or in connection with this Agreementrepresentative proceeding. The Company arbitrator may not consolidate the claims, and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance may not otherwise preside over any form of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act representative or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementclass proceeding.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, 16.1 Should any dispute or controversy arising under or arise between the parties in connection with the interpretation or application of the provisions of this Agreement agreement or its breach or termination or the validity of any documents furnished by the parties pursuant to the provisions of this agreement, that candispute will, unless resolved amongst the parties, be referred to and be determined by arbitration in terms of this clause. 16.2 Any part to this agreement may demand that a dispute be determined in terms of this clause by written notice given to the other party. 16.3 This clause will not preclude any party from obtaining interim relief on an urgent basis from a Court of competent jurisdiction pending the decision of the arbitrator. 16.4.1 The arbitration will be held in accordance with the formalities and procedures settled by the arbitrator, and may be held in an informal and summary manner on the basis that it will not be necessary to observe or carry out the usual formalities or procedures pleadings and discovery or the strict rules of evidence, it being the intention that the arbitration will be held and completed as soon as possible; and 16.4.2 On the basis that the arbitrator will be entitled to decide the dispute in accordance with what he considers to be just and equitable in the circumstances. 16.5 A single arbitrator will be mutually resolved agreed upon by the parties, failing such agreement be appointed at the request of either party by the Chairperson for the time being of the Johannesburg Bar Council. 16.6 The decision of the arbitrator will be final and binding on the parties to the dispute and may be made an Order of Court to which jurisdiction the parties are subject at the instance of any of the parties to the dispute. and 16.7 The arbitrator will be entitled to make such award, including an award for specific performance, an interdict, damages or a penalty or otherwise as he in his sole discretion may deem fit and appropriate and to deal as he deems fit with the question of costs, including if applicable, costs on the attorney and client scale, and his own fees. 16.8 The provisions of this clause 16.8.1 constitutes an irrevocable consent by the parties to this Agreement any proceeding in terms hereof and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a no party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall will be entitled to seek specific performance withdraw therefrom or claim at any such proceeding that it is not bound by such provision; 16.8.2 are severable from the rest of Executive’s right to be paid this agreement and to participate will remain in benefit programs during effect despite the pendency termination of any dispute or controversy arising under or in connection validity for any reason of this agreement. 16.9 The arbitration will be held with this Agreement. The Company only the legal and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance other representatives of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior parties to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementdispute present.

Arbitration. (a) Except as contemplated by otherwise expressly provided in this Section 9(d) or Section 11(c) hereof15.6, the Parties agree that any dispute dispute, claim or controversy arising under under, out of, or in connection with this Agreement that cannot (a “Dispute”) as to the breach, performance or interpretation of this Agreement, such Dispute shall, upon written notice of either Party to the other, be mutually resolved referred for resolution by final, binding arbitration in accordance with the provisions of this Section 15.6. The arbitration shall be conducted by the parties to Judicial Arbitration and Mediation Services, Inc. (or any successor entity thereto) (“JAMS”) under its rules of arbitration then in effect, except as modified in this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such Agreement. The arbitration shall be conducted in accordance the English language, by a single arbitrator. The arbitrator shall engage an independent expert with experience in the Employment Dispute Resolution Rules subject matter of the American Arbitration Association then in effectDispute to advise the arbitrator. (b) The parties agree With respect to any Dispute referred to arbitration pursuant to Section 15.6(a), the Parties and the arbitrator shall use their best all reasonable efforts to complete any such arbitration within six (i6) appoint (ormonths from the issuance of notice of a referral of any such Dispute to arbitration. The arbitrator shall determine what discovery will be permitted, if applicable, cause consistent with the American Arbitration Association to appoint) goal of limiting the cost and time which the Parties must expend for discovery; provided that the arbitrator within thirty (30) days shall permit such discovery as he or she deems necessary to permit an equitable resolution of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeDispute. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby Parties agree that the decision of the arbitrator shall be empowered the sole, exclusive and binding remedy between them regarding the Dispute presented to enter an equitable decree mandating specific performance the arbitrator. Any decision of the terms arbitrator may be entered in a court of this Agreementcompetent jurisdiction for judicial recognition of the decision and an order of enforcement. If any dispute The arbitration proceedings and the decision of the arbitrator shall not be made public without the joint consent of the Parties and each Party shall maintain the confidentiality of such proceedings and decision unless each Party otherwise agrees in writing; provided that either Party may make such disclosures as are permitted for Proprietary Information of the other Party under this Section 11 Article X above. (d) Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be pendingconducted in San Diego, Executive California. The Parties agree that they shall continue to receive at a minimum share equally the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close cost of the arbitrationarbitration filing and hearing fees, such continued base salary payments the cost of the independent expert retained by the arbitrator, and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. (e) Pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute, either Party may be offset against seek appropriate interim or provisional relief from any damages awarded court of competent jurisdiction as necessary to Executive protect the rights or may be recovered from Executive if it is determined property of that Executive was not entitled to the continued payment of base salary under the other provisions of this AgreementParty.

Arbitration. (a) Except as contemplated by Section 9(d) Any dispute, controversy, or Section 11(c) claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, any dispute including claims for tortious interference or controversy other tortious or statutory claims arising under before, during or in connection with after termination, providing only that such claim touches upon matters covered by this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives Agreement, shall be finally settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly administered by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then (“AAA”) pursuant to the Commercial Arbitration Rules as presently in effectforce, except as modified by the specific provisions of this Agreement. The parties expressly agree that nothing in this Agreement shall prevent the parties from applying to a court that would otherwise have jurisdiction over the parties for provisional or interim measures, including injunctive relief. After the arbitration panel is empaneled, it shall have sole jurisdiction to hear such applications, except that the parties agree that any measures ordered by the arbitrators may be immediately and specifically enforced by a court otherwise having jurisdiction over the parties. The parties agree that judgment on the arbitration award may be entered by any court having jurisdiction thereof. (b) The parties agree that the federal and state courts located in Houston, Texas shall have exclusive jurisdiction over an action brought to enforce the rights and obligations created in or arising from this Agreement to arbitrate, and each of the parties hereto irrevocably submits to the jurisdiction of said courts. Notwithstanding the above, application may be made by a party to any court of competent jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for such enforcement. Process in any action arising out of or relating to this Agreement may be served on any party to the Agreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested. (c) The arbitration shall be conducted before a tribunal composed of three neutral arbitrators drawn from, in the first instance, the Texas Large Complex Claims panel and then, if necessary, from the Commercial panel. Each arbitrator shall sign an oath agreeing to be bound by the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the AAA for Neutral Arbitrators. It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of any arbitrator. Prior to his or her formal appointment, each arbitrator shall disclose to the parties and to the other members of the tribunal, any financial, fiduciary, kinship or other relationship between that arbitrator and any party or its counsel, or between that arbitrator and any individual or entity with any financial, fiduciary, kinship or other relationship with any party. For the purposes of this Agreement, “appearance of impropriety” shall be defined as such relationship or behavior as would cause a reasonable person to believe that bias or partiality on the part of the arbitrator may exist in favor of any party. Any award or portion thereof, whether preliminary or final, shall be in a written opinion containing findings of fact and conclusions of law signed by each arbitrator. The arbitrator dissenting from an award or portion thereof shall issue a dissent from the award or portion thereof in writing, stating the reasons for his or her dissent. The arbitrators shall hear and determine any preliminary issue of law asserted by a party to be dispositive of any claim, in whole or part, in the manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the arbitrators deem appropriate. (d) It is the intent of the parties that, barring extraordinary circumstances, any arbitration hearing shall be concluded within two months of the date the statement of claim is received by the AAA. Unless the parties otherwise agree, once commenced, hearings shall be held 5 days a week, with each hearing day to begin at 9:00 A.M. and to conclude at 5:00 P.M. The parties may upon agreement extend these time limits, or the chairman of the panel may extend them if he or she determines that the interests of justice otherwise require. The arbitrators shall use their best efforts to (i) appoint (or, if applicable, cause issue the American Arbitration Association to appoint) the arbitrator final award or awards within thirty (30) a period of 30 days after closure of the date that proceedings. Failure to do so shall not be a party hereto notifies basis for challenging the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, award. The parties and (ii) cause any arbitration hearing to be held within thirty (30) days arbitrators shall treat all aspects of the date of selection of arbitration proceedings, including without limitation, discovery, testimony and other evidence, briefs and the arbitrator, andaward, as a condition to his or her selectionstrictly confidential. The place of arbitration shall be Houston, such arbitrator must consent to be available for a hearingTexas, at such timeU.S.A. unless otherwise agreed by the parties. (ce) Judgment The parties agree that discovery shall be limited and shall be handled expeditiously. Discovery procedures available in litigation before the courts shall not apply in an arbitration conducted pursuant to this Agreement. However, each party shall produce relevant and non-privileged documents or copies thereof requested by the other parties within the time limits set and to the extent required by order of the arbitrators. All disputes regarding discovery shall be promptly resolved by the arbitrators. No witness or party may be entered required to waive any privilege recognized at law. The parties hereby waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitration tribunal is specially divested of any power to award any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. If Executive prevails on the arbitrator’s award in any court having jurisdictionsubstantially all of his material claims, provided that Executive he shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pendingrecover his costs, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis including attorneys’ fees, for the dispute. At the close of the arbitration proceedings, as well as for any ancillary proceeding, including a proceeding to compel arbitration, such continued base salary payments may be offset against any damages awarded to Executive request interim measures or may be recovered from Executive if it is determined to confirm or set aside an award; provided, however, that in the event that Executive was does not entitled to so prevail, the continued payment of base salary under the other provisions of this Agreementparties shall bear their own costs.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to shall use their best efforts and good will to (i) appoint (orsettle all disputes by amicable negotiations. The Company and ▇▇▇▇▇▇▇ agree that, if applicable, cause with the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency express exception of any dispute or controversy arising under Section 9.2 or Section 10 of this Agreement or as may be required under Section 3(g) of the Severance Agreement, any controversy or claim arising out of or in any way relating to ▇▇▇▇▇▇▇'▇ employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, shall be settled by arbitration in New York, New York, or such other place agreed to by the parties, as follows: (a) Any such arbitration shall be heard before an arbitrator who shall be impartial. Except as the parties may otherwise agree, the arbitrator shall be appointed by the American Arbitration Association, from its panel of commercial arbitrators, in accordance with its rules and procedures. In determining the appropriate background of the arbitrator, the appointing authority shall give due consideration to the issues to be resolved, but its decision as to the identity of the arbitrator shall be final. (b) An arbitration may be commenced by any party to this Agreement by the service of a written Request for Arbitration upon the other affected party. Such Request for Arbitration shall summarize the controversy or claim to be arbitrated, and shall be referred by the complaining party to the appointing authority for appointment of arbitrators ten (10) days following such service. If an arbitrator is not appointed by the appointing authority within sixty (60) days following such reference, any party may apply to any court within the State of New York for an order appointing arbitrators qualified as set forth below. No Request for Arbitration shall be valid if it relates to a claim, dispute, disagreement or controversy that would have been time barred under the applicable statute of limitations had such claim, dispute, disagreement or controversy been submitted to the courts of the State of New York. (c) Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (d) It is intended that controversies or claims submitted to arbitration under this Section 11 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be disclosed by third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with this Agreementsuch arbitration. The Company and Executive hereby agree that the arbitrator In addition, ▇▇▇▇▇▇▇ shall be empowered entitled to enter an equitable decree mandating specific performance disclose the facts disclosed in arbitration, the issues arbitrated, and the views or opinions of any persons concerning them to legal and tax advisors so long as such advisors agree to be bound by the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. If the Parties fail to reach agreement within ten (a10) Except as contemplated by Section 9(ddays following the end of the Consultation Period (the “Arbitration Initiation Date”) or Section 11(c) hereofand the Breaching Party has not cured such alleged breach to the Alleging Party’s reasonable satisfaction, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement Alleging Party and their respective advisors and representatives the Breaching Party shall be settled exclusively by entitled to initiate binding arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who to resolve such dispute. Such arbitration shall be conducted under the Commercial Arbitration Rules of the AAA by a [single] arbitrator who is selected jointly by mutual agreement of the Company and ExecutiveParties or, or if the parties they cannot agree on within twenty (20) days following the selection of Arbitration Initiation Date, by the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such AAA. The arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or[Chicago, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive Illinois]. Each Party shall be entitled to seek specific performance of Executive’s right to be paid represented by counsel and to participate in benefit programs during the pendency of any dispute or controversy arising under or shall bear its own expenses in connection with this Agreementsuch arbitration. The Company Licensor shall involve representatives of the Relevant Community in such arbitration. Each Party shall bear its own costs and Executive hereby agree that expenses, and the costs and expenses of the arbitrator shall be empowered divided evenly between the Parties. The arbitrator shall be authorized to enter an equitable decree mandating determine questions of fact and law, to award monetary damages and to order specific performance of performance, provided that the sole questions to be determined by the arbitrator is whether the Breaching Party has material breached the terms of this AgreementAgreement and whether any failure of the Alleging Party to accept any proposed or actual cure of such breach was reasonable. If For avoidance of doubt, the arbitrator is precluded from making any dispute under this Section 11 determination as to the sufficiency of Licensee or its Affiliate’s provision of Relevant IANA Services. The results of the arbitration shall be pendingfinal and binding, Executive and shall continue to receive at be supported by a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the disputereasoned opinion. At the close The arbitral award may be enforced in any court of competent jurisdiction. Upon mutual agreement of the arbitrationParties, such continued base salary payments the consultation, mediation and arbitration processes of any Alleged Breach, may be offset against combined with any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary such processes initiated under the other provisions of this another Community License Agreement.

Arbitration. If expressly permitted under this Lease, Landlord or Tenant (athe “Electing Party”) Except as contemplated 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 other party shall not agree with the Electing Party’s determination of the item in dispute, then either party shall have the right to submit such dispute to arbitration pursuant to this Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement 9.19 by notice to the other party. The parties hereby agree that cannot all such disputes submitted to arbitration shall be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly mutually agreed to by the Company parties, and Executive, or if the parties cannot agree on the selection of the an arbitrator, who shall be selected pursuant either party may apply to the procedures of the American Arbitration AssociationAssociation for the appointment of a single arbitrator (the “Arbitrator”). The Arbitrator shall, as promptly as possible, determine the matter which is the subject of the arbitration and such the decision of the Arbitrator shall be 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 Employment Dispute Resolution Commercial Arbitration Rules then obtaining of the American Arbitration Association or any successor body of similar function. The expenses of arbitration shall be shared equally by the parties but each party shall be responsible for the fees and disbursements of its own attorneys and the expenses of its own proof. The Arbitrator shall be a licensed professional appropriate to the dispute, having at least ten (10) years’ continuous experience in the real estate industry including the management of multi-tenant, commercial office buildings in Manhattan similar in type to the Project. At the option of either party, any arbitration under this Lease shall be governed by the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association then in effect. (bthe “AAA Rules”) The parties agree (presently Sections 53 through 57 of the AAA Rules and, to use their best efforts to (i) appoint (or, if the extent applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeSection 19 thereof). (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

Arbitration. (a) Except as contemplated by provided above for alleged violations of Sections 7, 8 and 9 of this Agreement, for which immediate equitable relief in an appropriate court of law specified in Section 9(d) or Section 11(c) hereof16 may be sought, and except for claims for benefits under any Company benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, which shall be made and resolved in the manner specified in the claims procedures applicable to the plan at issue, any dispute or controversy and all disputes and controversies arising under or in connection with this Agreement that cannot shall be mutually resolved settled by arbitration conducted before one arbitrator sitting in the State of Nevada, applying federal and/or Nevada law, or at such other location agreed by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfieldhereto, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect. (b) . The parties agree shall be entitled to use their best efforts take the following discovery in such proceedings: a total of 20 interrogatories, document requests, or requests for admission; and up to (i) appoint (ortwo seven-hour depositions per party, if applicablewith such discovery to be conducted in accordance with the Federal Rules of Civil Procedure. Upon motion, cause the American Arbitration Association to appoint) the arbitrator has the authority to permit additional discovery (and to place limits upon such additional discovery) upon a showing of compelling need by a party. Each party shall be entitled to present the testimony of one or more expert witnesses in such arbitration. The parties may submit post-hearing briefs within thirty (30) 21 days of the date that a party hereto notifies close of the other party that a dispute or controversy exists that necessitates the appointment of an arbitratorarbitration hearing, and (ii) cause any arbitration hearing to be held within thirty (30) days the determination of the date of selection arbitrator shall be made within 30 days following the receipt of the arbitrator, and, as a condition to his or her selection, such parties’ post-hearing briefs. The decision of the arbitrator must consent to shall be available for a hearing, at such time. (c) Judgment final and binding on the parties. A final judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that proper jurisdiction based on the award of the arbitrator. Company shall pay all reasonable fees of professionals and experts and other costs and fees incurred by Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with any arbitration relating to the interpretation or enforcement of any provision of this Agreement. The Company and Agreement if Executive hereby agree that the arbitrator prevails on any material substantive issue in such proceeding; otherwise, each party shall be empowered to enter an equitable decree mandating specific performance responsible for its own such fees and costs, and the costs of the terms of this Agreement. If any dispute under this Section 11 arbitration (AAA fees, arbitrator fees, arbitrator expenses, room costs, etc.) shall be pending, Executive shall continue to receive at a minimum split evenly by the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementparties.

Arbitration. (a) Except as contemplated by Corporation, Bank and Executive recognize that in the event a dispute should arise between them concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, with the exception of the Engagement in Other Employment provisions in Section 9(d) 3, the Unauthorized Disclosure provisions of Section 8, the Return of Company Property and Documents provisions of Section 10 and the Restrictive Covenant provisions in Section 11, which Corporation or Section 11(c) hereofBank may seek to enforce in any court of competent jurisdiction, any dispute or controversy arising under or in connection with each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement that cannot are to be submitted for resolution, in Scranton, Pennsylvania, to the American Arbitration Association (“Association”) in accordance with the Association’s National Rules for the Resolution of Employment Disputes or other applicable rules then in effect (“Rules”). Corporation, Bank or Executive may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules. Corporation, Bank and Executive may, as a matter of right, mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection appointment of a particular arbitrator from the Association’s pool. The arbitrator shall not be bound by the rules of evidence and procedure of the courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The arbitration proceeding and all filings, testimony, documents and information, relating to or presented during the proceeding, shall be disclosed exclusively for the purpose of facilitating the arbitration process and for no other purpose and shall be deemed to be information subject to the confidentiality provisions of this Agreement. The decision of the arbitrator, who absent fraud, duress, incompetence or gross and obvious error of fact or law, shall be selected pursuant to final and binding upon the procedures of the American Arbitration Association, parties and such arbitration shall be conducted enforceable in accordance with the Employment Dispute Resolution Rules courts of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (orproper jurisdiction. Following written notice of a request for arbitration, if applicableCorporation, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, Bank and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate an injunction restraining all further proceedings in benefit programs during the pendency of any dispute pending or controversy arising under or in connection with subsequently filed litigation concerning this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementexcept as otherwise provided herein.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives The Union shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant submit a request to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules Seattle Office of the American Arbitration Association then (AAA) for a panel of eleven (11) potential arbitrators. A copy of the request shall be sent to the Employer. After receipt of the panel from AAA, the parties shall select an arbitrator using the strike method. The order for striking shall be determined by the toss of the coin; the Union Representative shall toss the coin and the management representative shall call heads or tails. The arbitration hearing shall be conducted consistent with the rules established by AAA. It is mutually understood and agreed that arbitration hearings will be conducted without unnecessary delay. Each party shall be given reasonable opportunity to be heard by its representatives, and to produce witnesses and documentary evidence and to cross-examine. The Arbitrator’s authority shall be limited as follows except as provided otherwise in effectthis Agreement: (a) The Arbitrator shall consider only the particular issue or issues presented in writing by the Employer or the Union which have been processed through the grievance procedure. (b) The parties agree Arbitrator shall have the power to use their best efforts to (i) appoint (or, if applicable, cause interpret the American Arbitration Association to appoint) the arbitrator within thirty (30) days terms of the date that a party hereto notifies Agreement, but the other party that a dispute or controversy exists that necessitates Arbitrator’s decision shall be based solely on the appointment existing terms of an arbitratorthe Agreement, and (ii) cause the Arbitrator shall not have the power to add to, subtract from or modify any arbitration hearing to be held within thirty (30) days of the date of selection terms of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeAgreement. (c) Judgment may The Arbitrator shall have no power to establish wage rates, job classifications or fringe benefits of any kind. Although no formal rules of evidence are contemplated by this Agreement, the Arbitrator shall determine the admissibility of evidence, admissibility being principally a matter of relevancy, materiality and the avoidance of undue repetition. Each of the parties hereto agrees to produce all books, records and documents or other materials, or certified copies thereof, which, in the opinion of the Arbitrator are relevant to the issues of the grievance. The judgment of the Arbitrator shall be entered final and conclusive on the arbitrator’s award Employer and the Union. The parties further agree that, from the time Employer first was notified of the grievance until it is settled, including the entry of the judgment of the Arbitrator when the grievance has been submitted to arbitration, the subject of the controversy will remain status quo as of the time the grievance was first noticed. Failure of either party to act within the time schedule set forth in any court having jurisdiction, provided that Executive this procedure without the express written agreement of the other party will be considered as a default and the grievance shall be entitled considered to seek specific performance have been settled in favor of Executive’s right the non-defaulting party. Subject to be paid a different agreement between the parties, the party losing the decision shall bear the total expense of the Arbitrator, however, each party will pay the wages, salaries, fees, and to participate in benefit programs during the pendency expenses of any dispute or controversy arising under or in connection with this Agreementits witnesses. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance Arbitrator, as part of the terms of this Agreement. If any dispute under this Section 11 award, shall be pending, Executive shall continue to receive at a minimum identify the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementlosing party.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, In the 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 controversy arising 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 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 appointment of the 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 30 calendar days after submission thereof to arbitration, and any notice requirements under Paragraph 14(b) of the JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by such arbitrator in its discretion. The non-prevailing party in such arbitration shall pay all fees and disbursements due to JAMS and the arbitrator as well as the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the prevailing party incurred in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives such arbitration. The arbitrator shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, disinterested and impartial person and (ii) cause any arbitration hearing to be held within thirty (30) days selected in accordance with Paragraph “12(c)” et seq. of the date JAMS Streamlined Arbitration Rules and Procedures. Such arbitrator shall be bound by the provisions of selection of this Agreement and by Applicable Law and shall select the arbitratorposition proposed by either the Owner Member or the Investor Member for each disputed item (and no other position), andwhich, as a condition to in his or her selectionopinion, 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 with respect to the disputed item shall be deemed Board Approval with respect thereto. Any decision rendered by such arbitrator must consent with respect to any matter in dispute shall be available for a hearingfinal, at such time. (c) Judgment conclusive and binding upon the Company and the Participating Members and may be entered on the arbitrator’s award and enforced in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during jurisdiction over the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreementeither Participating Member.

Arbitration. (a) Except as contemplated by Section 9(d) All disputes, claims, and controversies between the Parties arising out of or Section 11(c) hereof, any dispute or controversy arising under or in connection with related to this Agreement or the breach hereof (except for breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right, or any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the Parties or to others) that cannot be mutually resolved by the parties Parties within a period of thirty (30) days after written notice of a dispute has been given by one Party hereunder to this Agreement and their respective advisors and representatives the other (the last day of such thirty (30) day period being herein referred to as the “Arbitration Date”), shall be settled exclusively by arbitration by an arbitrator with substantial experience in Southfield, Michigan, before one arbitrator of exemplary qualifications and statureresolving complex commercial contract disputes, who shall be selected jointly chosen from a list of JAMS arbitrators. The arbitration shall be conducted by one arbitrator appointed pursuant to the Company applicable procedures of JAMS and Executive, conducted under the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall issue an award in support of his or if the parties cannot agree on her decision within 120 days of the selection of the arbitrator, who shall be selected pursuant stating the legal and factual basis for the decision and the reasoning leading to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time. (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreementdecision. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance prohibited from awarding damages or remedies in excess of those allowed by the terms provisions of this Agreement. If any dispute under this Section 11 the Parties cannot agree upon the identity of an arbitrator within fifteen (15) days following either Party’s receipt of notice that an arbitration has been commenced by the other Party, then an arbitrator shall be pendingselected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the networking and wireless communication circuitry industries. The arbitrator shall have the authority to grant specific performance and shall allocate between the Parties the costs of arbitration (including service fees, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior arbitrator fees and all other fees related to the act or omission which forms arbitration) in such equitable manner as the basis for the disputearbitrator may determine. At the close of The substantially prevailing Party in the arbitration, such continued base salary payments as shall be determined by the arbitrator, shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The decision and award of the arbitrator shall be final and binding and judgment on the award so rendered may be offset against entered in any damages awarded court having jurisdiction thereof. The arbitration shall be held in Santa ▇▇▇▇▇ County, California, and the award shall be deemed to Executive or be made in California. Except as may be recovered from Executive if it is determined otherwise by the arbitrator, each Party shall bear its own costs and expenses, including attorney’s fees, witness fees, travel expenses, and preparation costs. Notwithstanding the foregoing, each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that Executive was not entitled to a permanent injunction and damages shall only be awarded by the continued payment of base salary under the other provisions of this Agreementarbitrator.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, The Parties shall submit any dispute or controversy disputes arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by an arbitration panel conducting a binding arbitration in SouthfieldBoston, Michigan, before one arbitrator of exemplary qualifications and stature, who shall Massachusetts or at such other location as may be selected jointly by the Company and Executive, or if the parties cannot agree on the selection of the arbitrator, who shall be selected pursuant agreeable to the procedures of the American Arbitration AssociationParties, and such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Dispute Resolution Rules Disputes of the American Arbitration Association then in effecteffect on the date of such arbitration (the “Rules”), and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The award of the arbitrator shall be final and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues or accountings presented to the arbitrator. (b) The parties Parties agree that the arbitration shall be conducted by one (1) person mutually acceptable to use their best efforts to (i) appoint (orthe Company and the Executive, provided that if applicable, cause the American Arbitration Association to appoint) the Parties cannot agree on an arbitrator within thirty (30) days of filing a notice of arbitration, the date that a party hereto notifies arbitrator shall be selected by the other party that a dispute manager of the principal office of the American Arbitration Association in Suffolk County in the Commonwealth of Massachusetts. Any action to enforce or controversy exists that necessitates vacate the appointment of an arbitrator’s award shall be governed by the federal Arbitration Act, if applicable, and (ii) cause any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeotherwise by applicable state law. (c) Judgment may be entered on If either Party pursues any claim, dispute or controversy against the arbitrator’s award other in any court having jurisdictiona proceeding other than the arbitration provided for herein, provided that Executive the responding Party shall be entitled to seek specific performance dismissal or injunctive relief regarding such action and recovery of Executiveall costs, losses and attorney’s fees related to such action. Notwithstanding anything to the contrary contained in this Agreement, the Company and its subsidiaries shall be entitled to fully enforce their legal and equitable rights (including the right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising seek an injunction) under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of the Noncompetition Agreement. (d) The Executive acknowledges and expressly agrees that this Agreement. If arbitration provision constitutes a voluntary waiver of trial by jury in any dispute under this Section 11 shall be pending, action or proceeding to which the Executive shall continue to receive at a minimum or the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments Company may be offset against any damages awarded parties arising out of or pertaining to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.