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. (a) Except as contemplated To the fullest extent allowed by Section 9(d) or Section 11(c) hereoflaw, any controversy, claim or dispute between Employee and Employer (and/or any of its owners, directors, officers, employees, affiliates, subsidiaries or controversy agents) relating to or arising under out of Employee’s employment or the cessation of that employment will be submitted to JAMS for final and binding arbitration, to be held 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 SouthfieldOrange County, 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 for determination in accordance with the Employment Dispute Resolution Rules then current JAMS rules for the resolution of employment disputes, as the exclusive remedy for such controversy, claim or dispute. In any such arbitration, the parties may conduct discovery in accordance with the applicable rules of the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (orarbitration forum, 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 except that the arbitrator shall have the authority to order and permit discovery as the arbitrator may deem necessary and appropriate in accordance with applicable state or federal discovery statutes. The arbitrator shall issue a reasoned, written decision, and shall have full authority to award all remedies which would be empowered available in court. The arbitrator will also have the power to enter an equitable decree mandating specific performance direct that the party that substantially prevails in such arbitration proceeding be paid his or its reasonable attorneys’ fees by the other party or parties, to the extent the arbitrator deems appropriate. The parties shall share the filing fees required for the arbitration. Employer shall pay the arbitrator’s fees and any JAMS administrative expenses. The award of the terms of this Agreement. If any dispute under this Section 11 arbitrator shall be pending, Executive shall continue to receive at final and binding upon the parties and may be entered as a minimum the base salary which Executive was receiving immediately prior judgment in any court of competent jurisdiction. Notwithstanding anything to the act contrary contained herein, Employer and Employee shall have their respective rights to seek and obtain injunctive relief through any court of competent jurisdiction with respect to any controversy, claim or omission which forms dispute to the basis for the disputeextent permitted by law if such relief is not available, or not available in a timely manner, through arbitration. At the close of the arbitrationClaims where mandatory arbitration is prohibited by law are not covered by this arbitration agreement, and such continued base salary payments claims may be offset against any damages awarded to Executive presented by either Employee or may be recovered from Executive if it is determined that Executive was not entitled Employer to the continued payment of base salary appropriate court or government agency. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH EMPLOYEE AND EMPLOYER GIVE UP ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION. This arbitration agreement is to be construed as broadly as is permissible under the other provisions of this Agreementapplicable law.

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 (orAt the request of a Party, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (303) 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, per Party and (ii) cause any arbitration hearing to shall be held within thirty (30) days of the date making of selection a request. Additional depositions may be scheduled only with the permission of the arbitrator, andand for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. (ii) The arbitrator, once chosen, shall consider any transaction tapes or any other evidence which the arbitrator deems necessary, as a condition to presented by each Party. In deciding the award, the provisions of this Agreement will be binding on the arbitrator. The arbitrator will deliver his or her selectiondecision in writing within 30 days after the conclusion of the Arbitration hearing. The arbitrator shall specify the basis for his or her decision, such the basis for the damages award and a breakdown of the damages awarded, and the basis of any other remedy. Except as provided in the Federal Arbitration Act, the decision of the arbitrator must consent to will be available for a hearing, at such time. (c) Judgment binding on and non-appealable by the Parties. Each Party agrees that any arbitration award against it may be entered enforced in any court of competent jurisdiction and that any Party may authorize any such court to enter judgment on the arbitrator’s decision. (iii) The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages. (iv) Any expenses incurred in any connection with hiring the arbitrators and performing the Arbitration shall be shared and paid equally between the Parties. Each Party shall bear and pay its own expenses incurred by each in connection with the Arbitration, unless otherwise included in a solution chosen by the Arbitration panel. In the event either Party must file a court having jurisdictionaction to enforce an arbitration award under this Article, provided that Executive the prevailing Party shall be entitled to seek specific performance of Executive’s recover its court costs and reasonable attorney fees. (v) In the event the Parties choose to litigate any matter hereunder, the Parties hereby waive the right to jury trial. (vi) Except as may be paid and to participate in benefit programs during required by Applicable Law, the pendency existence, contents or results of any dispute Arbitration hereunder may not be disclosed by a Party 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 without the prior written consent 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 Agreementboth Parties.

Arbitration. ‌ To the extent permitted by law and excepting matters appropriately handled in small claims court, you and BECU agree that any dispute relating in any way to your Account will be resolved by arbitration as discussed below, and not through litigation in any court. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (a) Except as contemplated “FAA”). Any claim or dispute relating in any way to your Account, even after your Account is terminated or closed, will be resolved by Section 9(d) arbitration, rather than in court. Any claims or Section 11(c) hereofdisputes arising from or relating to this Account Agreement, any dispute prior agreement between us relating to your Account, or controversy arising under the advertising, the application for, or the approval or establishment of your Account are also included. Claims are subject to arbitration, regardless of what theory they are based on or whether they seek legal or equitable remedies. A claim includes disputes about the validity, enforceability, or scope of this Arbitration section. You and BECU agree that any issues as to arbitrability are delegated for resolution by the arbitrator. Arbitration applies to any and all such claims or disputes, whether they arose in connection the past, may currently exist, or may arise in the future. The following claims or disputes, even if otherwise encompassed by this Arbitration section, will not be subject to arbitration: 1. Claims asserted in small claims courts, if the claims qualify for such adjudication, remain in small claims court, and proceed on an individual (not class or representative) basis; 2. Claims or disputes associated with this Agreement BECU’s enforcement of any loan agreement, such as a foreclosure action or debt collection lawsuit; 3. Claims associated with any credit or loan products you may have with BECU, including a BECU credit card or personal loan. See your agreements with BECU associated with these products for further details; 4. Claims that applicable law provides cannot be mutually resolved by the parties subject 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 as a covered transaction under the other provisions Military Lending Act if you are on active duty military service or a spouse or dependent of this Agreement.a person who is on active duty military service, or a dispute arising from a consumer credit transaction secured by a dwelling, like a mortgage or HELOC; or 5. Collections claims made by BECU related to any charged-off Account. CLASS ACTIONS AND REPRESENTATIVE ACTIONS 1. SEEK TO PROCEED ON ANY CLAIM IN ARBITRATION AS A CLASS CLAIM OR CLASS ACTION OR OTHER COMPARABLE REPRESENTATIVE PROCEEDING; 2. SEEK TO CONSOLIDATE IN ARBITRATION ANY CLAIMS INVOLVING SEPARATE CLAIMANTS (EXCEPT FOR CLAIMANTS WHO ARE JOINT ACCOUNT HOLDERS ON THE SAME ACCOUNT), UNLESS ALL PARTIES AGREE; 3. BE PART OF, OR BE REPRESENTED IN, ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION BROUGHT BY ANYONE ELSE; NOR 4. SEEK ANY AWARD OR REMEDY IN ARBITRATION AGAINST OR ON BEHALF OF ANYONE WHO IS NOT A NAMED PARTY TO THE ARBITRATION. Does arbitration apply to claims and disputes involving third parties? How does arbitration work? Who will pay for costs? How do I file an arbitration claim?

Arbitration. (a) Except where otherwise provided for in the Contract, all questions and disputes relating to the meaning of the specifications, designs, drawings and instructions herein before mentioned and as contemplated to the quality of workmanship or materials used on the work or as to any other question, claim, right, matter or thing whatsoever in any way arising out of or relating to the Contract, designs, drawings, specifications, estimates, instructions, orders or these conditions or otherwise concerning the works, or the execution or failure to execute the same, whether arising during the progress of the work or after the completion or abandonment thereof, shall be referred to the sole arbitration of the Chairman & Managing Director of Uranium Corporation of India Limited, Jaduguda and if the Chairman and Managing Director is unable or unwilling to act to the sole arbitration, of some other person appointed by Section 9(d) the Chairman & Managing Director, willing to act as such arbitrator. There will be no objection if the arbitrator so appointed is an employee of Uranium Corporation of India Limited, Jaduguda and that he had to deal with the matters to which the Contract relates and that in the course of his duties as such he had expressed views on all or Section 11(c) hereof, any of the matters in dispute or controversy arising difference. The arbitrator to whom the matter is originally referred being transferred or vacating his office or being unable to act for any reasons, such Chairman & Managing Director as aforesaid at the transfer, vacation of the office of inability to act, shall appoint another person to act as arbitrator in accordance with the terms of the Contract. Such person shall be entitled to proceed with the reference from the stage at which his predecessor left it. It is also a terms of this Contract that no person other than a person appointed by such Chairman & Managing Director, as aforesaid should act as arbitrator and if for any reason, that is not possible, the matter is not to be referred to arbitration at all. In all cases where the amount of the claim in dispute is Rs. 50,000/-(Rupees Fifty Thousand) and above, the arbitrator shall give reasons for the award. Subject as aforesaid, the provisions of the Arbitration Act, 1940 or any statutory modification or re-enactment thereof and the rules made there under and for the time being in force, shall apply the arbitration proceeding under this clause. It is a term of the Contract that the party invoking arbitration shall specify the dispute or disputes to be referred to arbitration under the clause together with the amount for amounts claimed in connection respect of each such dispute. It is also a term of the Contract that if the Contractor does not make any demand for arbitration in respect of any claim(s) in writing within 90 days of receiving the intimation from the Corporation that the bill is ready for acceptance of the Contractor, the claim of the Contractor will be deemed to have been waived and absolutely barred and the company shall be discharged and released of all liabilities under the Contract in respect of these claims. The arbitrator(s) may from time to time with this Agreement that canconsent of the parties enlarge the time, for making and publishing the award. The decision of the Engineer-in-charge regarding the quantum of reduction as well as justification thereof in respect of rates for substandard work, which may be decided to be accepted, will be final and would not be mutually resolved open to arbitration. The arbitrator shall be deemed to have entered on the reference on the date he issues notice to both the parties fixing the date of the first hearing. The venue of Arbitration shall be such place as may be fixed by the Arbitrator, in his sole discretion. The award of the Arbitrator shall be final, conclusive and binding all 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 effectContract. (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 dispute or Any controversy arising under out of or in connection with this Agreement that cannot or the breach or validity thereof (a “Dispute”) shall first be mutually resolved through good faith negotiation by the parties, with the claiming party providing written notice of the Dispute (the “Notice of Dispute”) to the other party, which notice shall describe in sufficient detail the nature of the Dispute. If the Dispute is not resolved between the parties to this Agreement and their respective advisors and representatives within thirty (30) Business Days after the claiming party delivers the Notice of Dispute (provided that such thirty (30)-Business Day period may be extended upon agreement of the parties), then, at the election of either party, the Dispute shall be finally 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 as follows: (a) The arbitration shall be conducted by a single (1) arbitrator in accordance with the Employment Dispute Resolution Commercial Arbitration Rules of the American Arbitration Association then (“AAA”) in effecteffect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause arbitrator shall be selected by the American Arbitration Association to appoint) AAA from its list of qualified arbitrators and shall have no actual or potential conflict of interests in connection with deciding or hearing 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 timeDispute. (c) The arbitration shall be conducted in an expedited manner. There shall be one round of prehearing submissions by each party, whether simultaneous or sequential as directed by the tribunal, and no reply or rejoinder submissions shall be made unless the tribunal expressly so authorizes. The hearing shall be held within four (4) months of the constitution of the arbitral tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the tribunal, and before ordering such submissions, the tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The tribunal shall endeavor to render its award within six (6) weeks of the last day of the hearing. The tribunal may modify this schedule for good cause shown. Failure to comply with any time period set out in this Section 13 shall not affect in any way the jurisdiction of the tribunal or the validity of its award. (d) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by law or regulatory obligations or in judicial or administrative proceedings or as necessary for tax purposes (including in connection with an audit or other examination relating to taxes) or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. (f) For the avoidance of doubt, the tribunal may grant specific performance or injunctive relief where authorized under this Agreement or applicable law. The tribunal shall have the authority to make orders for interim relief necessary to preserve a party’s rights, including preliminary injunctive relief. The parties agree that any ruling by the tribunal on interim measures shall be deemed to be a final award with respect to the subject matter of the ruling and shall be fully enforceable as such. Each party hereby acknowledges that money damages may be an inadequate remedy for a breach or anticipated breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, in the event of a breach or anticipated breach of this Agreement by the other party or its Affiliates, and notwithstanding anything to the contrary contained herein, each party may, in addition to any other remedies available to it, seek an injunction to prohibit such breach or anticipated breach. Each party acknowledges and agrees that an injunction is a proper, but not exclusive, remedy available to each party and that the harm from any breach or anticipated breach of the covenants set forth in this Agreement would be irreparable and immediate. (g) Notwithstanding Section 11 of this Agreement, the agreement to arbitrate set forth in this Section 13 and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code. (h) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award (including an application for a restraining order and/or injunction to preserve the party’s rights). A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. (i) The costs of administration of the arbitration and any arbitrator’s fees shall be borne equally by the parties, unless the arbitrator determines that such costs or a part thereof shall otherwise be borne by the parties. (j) The award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered on the arbitrator’s award in by any court having jurisdictionjurisdiction thereof or having jurisdiction over the relevant party or its assets. (k) Notwithstanding the foregoing provisions, provided that Executive without having to amend this Agreement pursuant to Section 26, the parties may by written agreement: (i) vary the procedures set forth above in Sections 13(a)-(j) or (ii) otherwise utilize another form of dispute resolution to address any Dispute in lieu of the arrangement described in this Section 13. For the avoidance of doubt, if a dispute, controversy or claim relates to the issue or question of whether a party has breached its obligations under Section 22, such dispute, controversy or claim shall be entitled to seek specific performance of Executive’s right deemed to be paid a “Dispute” hereunder 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 subject 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 AgreementSection 13.

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. 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) 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 xxx.xxxxxxx.xxx 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 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 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) 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) 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, MichiganNew York, 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 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 the Company or 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 5, 6 or controversy arising under or in connection with this 7 of the Agreement. The Company , as applicable, and the Company, Parent and Executive hereby consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law, as in-house counsel, as a judge or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (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 valid, binding, final and non-appealable; provided however, that the Parties hereto agree that the arbitrator shall not be empowered to enter award punitive damages against any party to such arbitration. In the event that an equitable decree mandating specific performance of action is brought to enforce the terms provisions of this Agreement. If any dispute under Agreement pursuant to this Section 11 paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the Company shall be pendingrequired to pay the arbitrator’s full fees and expenses (but not the Executive’s legal fees), (y) if the Company (or Parent) prevails in such action, Executive shall continue be required to receive at a minimum pay the base salary which Executive was receiving immediately prior to arbitrator’s full fees and expenses (but not the act Company’s or omission which forms the basis for Parent’s legal fees) and (z) if, in the dispute. At the close opinion of the arbitrationarbitrator deciding such action, such continued base salary payments may there is no prevailing party, each party shall pay his or its own attorney’s fees and expenses and the arbitrator’s fees and expenses will be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to borne equally by the continued payment of base salary under the other provisions of this AgreementParties thereto.

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. (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(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) 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 effect. (b) time of submission to arbitration. The parties agree to use their best efforts to (i) appoint (orrules can be found at xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/. The following 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) 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. (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) 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 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 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 dispute or controversy arising with respect to disputes and claims under or in connection with this Agreement that cannot be mutually resolved by ARTICLE VI (which the parties hereto may pursue in any court of competent jurisdiction as specified herein and with respect to this Agreement which each party shall bear the cost of its own attorneys’ fees and their respective advisors and representatives shall be settled exclusively expenses, except to the extent otherwise required by arbitration in Southfieldapplicable law), Michiganeach party hereto agrees that arbitration, 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 (“AAA”) as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), a copy of which can be found at xxx.xxx.xxx/xxxxxxxxxx, shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including any Claim regarding employment discrimination, sexual harassment, termination and discharge), whether such Claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. (b) The parties hereto agree to use their best efforts to that (i) appoint (orone arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration, 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 all meetings of the date of selection parties and all hearings with respect to any such arbitration shall take place in Oakland, California and (iii) each party to the arbitration shall bear its own costs and expenses (including all attorneys’ fees and expenses, except to the extent otherwise required by applicable law) and all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, andhearing expenses, as a condition to his or her selectionetc.) shall be borne equally by the parties hereto; provided, however, that the arbitrator shall, in the award, allocate all such arbitrator must consent to be available for a hearing, at such timecosts and expenses against the party who did not prevail. (c) Judgment may be entered on In addition, 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 hereto agree that (i) the arbitrator shall be empowered have no authority to enter an equitable decree mandating specific performance of make any decision, judgment, ruling, finding, award or other determination that does not conform to the terms and conditions of this Agreement (as executed and delivered by the parties hereto), (ii) the arbitrator shall have no greater authority to award any relief than a court having proper jurisdiction and (iii) the arbitrator shall have no authority to commit an Error of Law (as defined below) in its decision, judgment, ruling, finding, award or other determination, and on appeal from or motion to vacate or confirm such decision, judgment, ruling, finding, award or other determination, a court having proper jurisdiction may vacate any such decision, judgment, ruling, finding, award or other determination to the extent containing an Error of Law. For purposes of this Agreement, an “Error of Law” means any decision, judgment, ruling, finding, award or other determination that is inconsistent with the laws governing this Agreement pursuant to Section 7.06. If Any decision, judgment, ruling, finding, award or other determination of the arbitrator and any dispute under this Section 11 information disclosed in the course of any arbitration hereunder (collectively, the “Arbitration Information”) shall be pendingkept confidential by the parties subject to Section 7.07(d), Executive and any appeal from or motion to vacate or confirm such decision, judgment, ruling, finding, award or other determination shall continue to receive at a minimum be filed under seal if permitted 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 Agreementcourt.

Arbitration. 11.01 When either Party to the Agreement determines that a grievance be submitted for Arbitration, they shall give notice in writing addressed to the other Party of this Agreement. 11.02 The arbitration procedure incorporated in this Agreement shall be based on the use of a single Arbitrator, selected on a rotating basis from a panel of six (6) Arbitrators set out below: Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxx Xxx Xxxxxx Xxxxxx Xxxxxxx Xxx Xxxxxx Should the Arbitrator slated for rotation not be available within a six (6) month period then the next Arbitrator in rotation shall be contacted for availability. Should they not be available the matter shall be referred to the next Arbitrator and so on until the full list of arbitrators has been exhausted at which point the original Arbitrator scheduled will be requested to hear the matter. Nothing in this Article shall preclude the Parties, where practical and upon mutual consent, from selecting other Arbitrators than those contemplated above. 11.03 No matter may be submitted to arbitration which has not been properly carried through all requisite steps of the Grievance Procedure. 11.04 The Arbitrator shall hear and determine the grievance as filed and their decision shall be final and binding on those parties hereto and the employees. 11.05 The Arbitrator shall not make any decision inconsistent with the provisions of this Agreement or deal with any matter not covered by this Agreement, nor alter, modify or amend any part of this Agreement. 11.06 The Parties will jointly bear the fees and expenses of the Arbitrator on an equal basis. The Parties will otherwise bear their own expense with respect to any arbitration proceedings. 11.07 The Party advancing to arbitration shall be responsible for informing any third party likely to be adversely affected: (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 time and place 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.Arbitration; (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 matter 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, heard at such time.Arbitration; (c) Judgment may be entered on of the arbitrator’s award in any court having jurisdiction, provided right of that Executive shall be entitled to seek specific performance of Executive’s right third party to be paid present 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 Agreementrepresented.

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. (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 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. (ai) Except as contemplated by Section 9(d) or Section 11(c) hereofprovided below, any controversy or dispute which establishes a legal or controversy equitable cause of action (“Claim”) between the Employee and the Company arising under out of, or in connection with relating to Employee’s employment and/or this Agreement shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. It is the parties’ intent that cannot issues of arbitrability of any dispute shall be mutually resolved decided by the parties Arbitrator. (ii) Regardless of whether the Federal Arbitration Act would apply by operation of law, Employee and Company agree that the right and duty to this Agreement and their respective advisors and representatives shall be settled exclusively resolve any controversy or dispute 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 governed exclusively by the Employment Dispute Resolution Rules Federal Arbitration Act, as amended, and arbitration shall take place according to the applicable rules of the American Arbitration Association (“AAA”)] in effect as of the date the demand for arbitration is filed. If for any reason the Federal Arbitration Act is found not to apply or govern, this agreement to arbitrate shall be governed by applicable state law. (iii) The arbitration shall take place before one arbitrator. Such arbitrator shall be provided through the AAA by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of AAA then in effect. In either event, such arbitrator may not have any preexisting, direct or indirect relationship with any party to the arbitration. (biv) The parties agree arbitration shall be held at the office of AAA nearest the Company facility to use their best efforts which Employee was assigned prior to (i) appoint (orthe dispute; provided, however, if applicablesuch office is outside the state in which Employee resides, Employee may 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 Employee’s state of residence at a place mutually convenient to the parties thereto and arbitrator. (30v) days The costs of arbitration to be paid shall not include any costs unique to arbitration, nor exceed the date of selection amount such person would have had to pay in court costs had the matter been pursued in court. The Company shall be responsible for all other cost payable to AAA in connection with the arbitration, including the cost and fees of the arbitrator, and, . The arbitrator shall make such orders with respect to attorneys’ fees and other costs and expenses related to the arbitration as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeprovided by applicable law. (cvi) Judgment The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; and may be entered on enforced by judgment or order of a court of competent jurisdiction. (vii) The arbitrator shall have no authority to amend or modify the arbitrator’s award in terms and conditions of this Agreement, it being expressly understood and agreed that the arbitrator shall have all such powers as a court would have, sitting without a jury, to determine the validity and enforceability of any court having jurisdictionof the provisions hereof. (viii) Notwithstanding this Section (f), provided that Executive the Company and the Employee shall be entitled have the right to seek specific performance from a court of Executive’s right competent jurisdiction provisional non-monetary remedies including, but not limited to, temporary restraining orders or preliminary injunctions before, during or after arbitration to the extent such remedies are not available through arbitration or cannot be paid and to participate obtained in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreementa timely fashion through arbitration. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance Employee need not await the outcome of the terms arbitration before seeking provisional remedies. Seeking any such remedies shall not be deemed to be a waiver of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue such person’s right 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 compel 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 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) 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. 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. (aEmployee agrees that, except as provided in Section 1(e) Except as contemplated by Section 9(d) or Section 11(c) hereofabove, 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 Southfieldout of, Michiganrelating to, 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, or the interpretation, validity, construction, performance, breach or termination thereof, shall be decided by arbitration by the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association. The parties shall, within 30 days of the date of demand by either party for arbitration, mutually select one independent, qualified arbitrator. Each party reserves the right to object to any individual arbitrator who shall be employed by or affiliated with a competing organization. In the event objection is made, the Association shall resolve any dispute regarding the propriety of an individual arbitrator acting in that capacity. Company shall bear the expenses of the arbitrator. Hearings in the proceeding shall commence within 120 days of the selection of the arbitrator. Arbitration shall take place in Boston, Massachusetts. At the request of either party, arbitration proceedings will be conducted confidentially; in such case all documents, testimony and Executive hereby records shall be received, heard and maintained by the arbitrators in confidence under seal, available for the inspection only by the Association, the parties and their respective attorneys and their respective experts who shall agree that the in advance and in writing to receive all such information confidentially and to maintain such information in confidence. The arbitrator shall be empowered able to enter decree any and all relief of an equitable decree mandating specific performance and legal nature, including but not limited to such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. Reasonable notice of the terms time and place of this Agreement. If any dispute under this Section 11 arbitration shall be pendinggiven to all persons, Executive other than the parties, as shall continue be required by law, in which case such persons or those authorized representatives shall have the right to receive at a minimum attend and/or participate in all the base salary which Executive was receiving immediately prior to arbitration hearings in such manner as the act or omission which forms the basis for the disputelaw shall require. At the close of the arbitrationEMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 6, 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. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES, EXCEPT AS SET FORTH IN SECTION 1(e) ABOVE, 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 A BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO THIS AGREEMENT.

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. 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. 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 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) or Section 11(c) hereofexcluded herein below, any controversy, dispute or controversy claim arising under out of or in connection relating to this Agreement, or breach thereof, or Executive’s employment with this Agreement that cannot or termination of employment from the Company (each, a “Covered Claim”) shall be mutually resolved by the parties to this Agreement final and their respective advisors and representatives shall be settled exclusively binding arbitration administered 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 JAMS. The arbitration shall be conducted by a single, neutral arbitrator, pursuant to JAMS’s Employment Arbitration Rules & Procedures, available at xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/English, as in accordance effect at the time of the initiation of arbitration, which the Company will provide to Executive upon reasonable request, in Boston, Massachusetts. Notwithstanding anything in this Agreement to the contrary, the arbitration provisions of this Agreement shall be governed by and enforceable pursuant to the Federal Arbitration Act, and, in all other respects, the arbitrator shall apply the substantive laws of the Commonwealth of Massachusetts or applicable Federal law, with the Employment Dispute Resolution Rules same statutes of limitation and available remedies that would apply if the American Arbitration Association then claims were brought in effect. a court of law of competent jurisdiction. The costs unique to arbitration, including the arbitration administrative fees, arbitrator compensation and expenses, and any costs of any witnesses call by the arbitrator, that would not be incurred in a court proceeding shall be borne by the Company. Unless otherwise ordered by the arbitrator under applicable law, the Company and Executive shall each bear its, their, his, or her own expenses, such as expert witness fees, filing fees, and attorneys’ fees and costs. Nothing herein shall prevent the Company or Executive from seeking a statutory award of reasonable attorneys’ fees and costs under applicable law. THE COMPANY AND EXECUTIVE RECOGNIZE THAT, BY AGREEING TO ARBITRATE THEIR DISPUTES, EACH WAIVE ITS, THEIR, HIS, OR HER RIGHT TO A TRIAL BY JURY OF ANY COVERED CLAIM. THE COMPANY AND EXECUTIVE WAIVE ITS, THEIR, HIS, OR HER RIGHT TO BRING ANY COVERED CLAIM AS PART OF OR IN CONNECTION WITH A CLASS OR COLLECTIVE ACTION. Notwithstanding the foregoing, this Section shall not preclude either party from seeking a temporary restraining order or a preliminary injunction from a court of competent jurisdiction if such relief is not available in a timely fashion through arbitration. Further, this arbitration agreement shall not apply to: (a) claims for unemployment and workers’ compensation benefits; (b) The parties agree sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless Executive elects 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, arbitrate such arbitrator must consent to be available for a hearing, at such time. disputes; (c) Judgment may be entered on claims arising under the arbitratorNational Labor Relations Act or which are brought before the National Labor Relations Board; (d) claims brought before the Equal Employment Opportunity Commission or similar state or local agency, if Executive is required to exhaust Executive’s administrative remedies; provided, that any appeal from an award in or denial of an award by any court having jurisdiction, provided that Executive such agency or any further action upon receipt of a right-to-sue letter shall be entitled arbitrated pursuant 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 ; and (e) any dispute under this Section 11 shall other claim, which by law cannot be pending, Executive shall continue 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 mandatory 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 Executive agree that, with the express exception of any dispute or controversy arising under Sections 12 and 13 of this Agreement, any controversy or claim arising out of or in connection any way relating to Executive’s 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 Jersey, or such other place agreed to by the parties. This paragraph shall not apply to any action or claim that cannot be mutually resolved subject to mandatory arbitration as a matter of law. It is agreed that any arbitration pursuant to this section shall proceed as follows: Any such arbitration shall be heard by a single arbitrator. Except as the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfieldmay otherwise agree, Michiganthe arbitration, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by including the Company and Executive, or if the parties cannot agree on 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 (“AAA”). All attorneys' fees and costs of the arbitration shall in effect. (b) 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 (orhereby expressly waive punitive damages, if applicable, cause and under no circumstances shall an award contain any amounts that are in any way punitive in nature. 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 jurisdictionjurisdiction thereof. It is intended that controversies or claims submitted to arbitration under this Section 9 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 Agreementsuch arbitration. The Company and Executive hereby agree that 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. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofprovided in 8.3, any controversy, dispute or controversy claim arising under out of or in connection with relating to this Agreement that or breach thereof shall first be settled through good faith negotiation. If the dispute cannot be mutually resolved by settled through negotiation within [30] days of the controversy, dispute or claim arising, the parties agree to this Agreement and their respective advisors and representatives shall be settled exclusively attempt in good faith to settle the dispute by arbitration in Southfield, Michigan, before one arbitrator mediation administered by JAMS upon a reference being made within [ 15 ] days of exemplary qualifications and stature, who shall be selected jointly by the Company and Executive, or if expiry of the aforesaid period of [30] days. If the parties cannot agree on are unsuccessful at resolving the selection dispute through mediation within [ 45 ] days of reference of the arbitratordispute to mediation, who shall be selected the parties agree to binding arbitration administered by JAMS pursuant to the procedures of the American its Comprehensive Arbitration Association, and Rules & Procedures. Any such arbitration shall be conducted held in accordance with Orange County, California. The arbitrator shall determine how all expenses relating to the Employment Dispute Resolution Rules arbitration shall be paid, including the respective expenses of each party, the fees of the American Arbitration Association then arbitrator and the administrative fee of JAMS. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) sole judgment of the arbitrator to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any indemnification claim in any Indemnification Demand or as to any other matter under this Agreement shall be subject to the limitations set forth in this Agreement and final, binding and conclusive upon the Parties. All such decisions shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. All payments required by the arbitrator shall be made within thirty (30) days after the decision of the date that a party hereto notifies arbitrator is rendered. Judgment upon any award rendered by 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) 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) 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. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or controversy arising under or in connection with 12 of 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 is hereby amended (i) appoint (orto replace all references to “the New York Stock Exchange, if Inc.” and the “NYSE” with references to the “Financial Industry Regulatory Authority” and “FINRA”, as 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 to add the following sentences at the end of such section: Prior to a Change in Control (as defined in Schedule I attached hereto), each party shall bear its own costs and expenses of any such arbitration. Following a Change in Control, Lazard shall pay to the Executive, as incurred, all legal fees and expenses reasonably incurred by the Executive or with respect to the Executive during his lifetime or within ten years after his death in connection with any contest by Lazard, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including any action to compel arbitration or enforce any arbitration hearing award or as a result of any contest by the Executive about the amount of any payment pursuant to be held within thirty this Agreement, and whether or not any such contest is under Section 12 or 13 of this Agreement or otherwise), plus Interest (30as defined in Schedule I attached hereto) days determined as of the date such legal fees and expenses were incurred; provided that, the Executive shall promptly repay to Lazard all such amounts if the Executive fails to prevail on at least one material issue in dispute in any such contest. Section 16(b). Paragraphs 2, 3, 4, 5 and 6 of selection this Schedule I and Sections 16(i) and (j) of this Agreement are hereby added to the list of sections in Section 16(b) of this Agreement. Section 16(f). Section 16(f) of this Agreement is hereby amended to add the following words at the end thereof: “except to the extent such withholding or offset is not permitted under Section 409A of the arbitrator, and, as a condition Code without the imposition of additional taxes or penalties on the Executive.” Section 16(i) and (j). Section 16 of this Agreement is hereby amended to his or her selection, such arbitrator must consent to be available for a hearing, at such time.add the following new subsections: (ci) Judgment may be entered on Notwithstanding any provision of this Agreement to the arbitrator’s award in contrary, to the minimum extent necessary to ensure the provision of non-taxable benefits under Section 105(h) of the Code or any court having jurisdictionsimilar law, provided that Executive the Firm shall be entitled to seek specific performance alter the manner in which medical benefits are provided to the Executive following termination of Executive’s right his employment; provided that in no event shall the after-tax cost to the Executive of such benefits be paid and greater than the cost applicable 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 similarly situated executives of the terms of this Agreement. If any dispute under this Section 11 shall be pendingFirm who have not terminated employment or, following a Change in Control (as defined in Schedule I attached hereto), the cost applicable to 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 Change in Control, if more favorable to the basis for Executive. (j) The Executive acknowledges and agrees that the dispute. At Executive is subject to the close Firm’s Compensation Recovery Policy Applicable to Named Executive Officers, as in effect as 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 date hereof (a copy of which has been provided to the continued payment of base salary under the other provisions of this AgreementExecutive).

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. (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. (ai) Except as contemplated by Section 9(d) or Section 11(c) hereofprovided below, any controversy or dispute which establishes a legal or controversy equitable cause of action (“Claim”) between the Employee and the Company arising under out of, or in connection with relating to Employee’s employment and/or this Agreement shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. It is the parties’ intent that cannot issues of arbitrability of any dispute shall be mutually resolved decided by the parties Arbitrator. (ii) Regardless of whether the Federal Arbitration Act would apply by operation of law, Employee and Company agree that the right and duty to this Agreement and their respective advisors and representatives shall be settled exclusively resolve any controversy or dispute 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 governed exclusively by the Employment Dispute Resolution Rules Federal Arbitration Act, as amended, and arbitration shall take place according to the applicable rules of the American Arbitration Association (“AAA”) in effect as of the date the demand for arbitration is filed. If for any reason the Federal Arbitration Act is found not to apply or govern, this agreement to arbitrate shall be governed by applicable state law. (iii) The arbitration shall take place before one arbitrator. Such arbitrator shall be provided through the AAA by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of AAA then in effect. In either event, such arbitrator may not have any preexisting, direct or indirect relationship with any party to the arbitration. (biv) The parties agree arbitration shall be held at the office of AAA nearest the Company facility to use their best efforts which Employee was assigned prior to (i) appoint (orthe dispute; provided, however, if applicablesuch office is outside the state in which Employee resides, Employee may 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 Employee’s state of residence at a place mutually convenient to the parties thereto and arbitrator. (30v) days The costs of arbitration to be paid shall not include any costs unique to arbitration, nor exceed the date of selection amount such person would have had to pay in court costs had the matter been pursued in court. The Company shall be responsible for all other cost payable to AAA in connection with the arbitration, including the cost and fees of the arbitrator, and, . The arbitrator shall make such orders with respect to attorneys’ fees and other costs and expenses related to the arbitration as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such timeprovided by applicable law. (cvi) Judgment The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; and may be entered on enforced by judgment or order of a court of competent jurisdiction. (vii) The arbitrator shall have no authority to amend or modify the arbitrator’s award in terms and conditions of this Agreement, it being expressly understood and agreed that the arbitrator shall have all such powers as a court would have, sitting without a jury, to determine the validity and enforceability of any court having jurisdictionof the provisions hereof. (viii) Notwithstanding this Section (f), provided that Executive the Company and the Employee shall be entitled have the right to seek specific performance from a court of Executive’s right competent jurisdiction provisional non-monetary remedies including, but not limited to, temporary restraining orders or preliminary injunctions before, during or after arbitration to the extent such remedies are not available through arbitration or cannot be paid and to participate obtained in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreementa timely fashion through arbitration. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance Employee need not await the outcome of the terms arbitration before seeking provisional remedies. Seeking any such remedies shall not be deemed to be a waiver of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue such person’s right 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 compel 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 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 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. 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 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 xxxx://xxx.xxx.xxx). 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 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 xxx 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 Section 9(d) or Section 11(c) hereofotherwise expressly provided herein, any dispute or controversy claim arising under out of or in connection with relating to this Agreement that Agreement, or to the breach, termination, or validity of this Agreement, will be resolved as follows: each Party shall discuss the matter and make reasonable efforts to attempt to resolve the dispute. If the Parties are unable to resolve the dispute, the chief executive officer of each Party, or their designees, will meet within [***] days of a request to attempt to resolve such dispute being made by a Party. If the chief executive officers, or their designees, cannot be mutually resolved by resolve the parties dispute through good faith negotiations within [***] days after a Party requests such meeting, then the Parties shall resort to this Agreement and their respective advisors and representatives shall be settled exclusively by binding arbitration before a single arbitrator, in SouthfieldNew York, MichiganNew York, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by using the Company and Executive, or if arbitration procedures set forth under the parties cannot agree on the selection laws of the arbitrator, who shall be selected pursuant to the procedures State 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 AgreementNew York. The Company and Executive hereby agree that decision of the arbitrator shall be empowered final and not subject to enter an equitable decree mandating specific performance of appeal and the terms of this Agreement. If any dispute under this Section 11 shall be pending, Executive shall continue to receive at a minimum arbitrator may apportion the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close costs of the arbitration, including the reasonable fees and disbursements of the Parties, between or among the Parties in 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 manner as the arbitrator considers reasonable. All matters in relation to the continued payment of base salary under arbitration shall be kept confidential to the other provisions of full extent permitted CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. by law, and no individual shall be appointed as an arbitrator unless he or she agrees in writing to be bound by this Agreementprovision.

Arbitration. Subject to the right of each party to seek specific performance (awhich right shall not be subject to arbitration) Except as contemplated by Section 9(d) and to seek injunctive relief or Section 11(c) hereof, any dispute or controversy arising under or other equitable relief in connection with or by reason of a breach or threatened breach of Section 4 (where the party has elected not to pursue such relief in arbitration pursuant to this Agreement that cannot be mutually resolved by the parties Section 15), 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 of a dispute that is subject to arbitration and states, with reasonable specificity, the nature of the American dispute (the “Arbitration AssociationNotice”). Upon receipt, or issuance, as the case may be, of the Arbitration Notice, NBT Bank or NBTB shall promptly initiate the arbitration process pursuant to the Arbitration Rules. The parties agree that, after the issuance of the Arbitration Notice, 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 or relating to this Agreement or the other party that a dispute asserted breach hereof, or controversy exists that necessitates Executive’s employment hereunder, shall be resolved by binding arbitration in accordance with the appointment of an arbitrator, Arbitration Rules 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 with jurisdiction over 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 concluded within ninety (90) days after the date an arbitrator is assigned to seek specific performance of Executive’s right the matter. The arbitrator or arbitrators shall have the power to be paid and award reasonable attorneys’ fees to participate the prevailing party in benefit programs during the pendency of any dispute accordance with applicable law or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that Any provisions in this Agreement to the arbitrator 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) EXECUTIVE and EMPLOYER knowingly and voluntarily agree to submit to binding arbitration any claims, disputes, or Section 11(c) hereof, any dispute controversies 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 in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and Executiveemployment relationship or this Agreement, or if alleged breach thereof, including any present or future claim of employment discrimination by EXECUTIVE under either federal or state law. Although workers' compensation issues are not within the parties canscope of this provision, workers' compensation retaliation claims are intended to be arbitrable. Arbitration shall serve as the exclusive forum for claims described above, with the exception that EMPLOYER need not agree on submit issues relating to a breach or threatened breach of Sections 9 or 10 to arbitration. Any arbitration under this Section must be instituted within the selection applicable statute of limitations governing the dispute under state or federal law. The laws of the arbitratorState of Tennessee shall govern all issues relating to such arbitration, who shall be selected pursuant including but not limited to, the applicability and enforceability of this arbitration provision, without reference to the procedures choice of the American Arbitration Association, and law doctrine of such state. Such arbitration shall be conducted in Nashville, Tennessee (or such other location designated by EMPLOYER) in accordance with the Employment Dispute Resolution Rules governing rules of the Federal Mediation and Conciliation Service ("FMCS") then in effect, except for any rule in conflict with this Section. If for any reason FMCS cannot provide a panel from which to select an arbitrator, EMPLOYER may utilize any other arbitrator selection services, including the American Arbitration Association then in effect. (b) The Association. One arbitrator shall be selected, using an alternating-strike method, from a list of arbitrators provided by FMCS. EXECUTIVE and EMPLOYER will have the right of representation of their own choosing at such hearing as well as the right to present and cross examine witnesses and to submit relevant evidence. Both parties agree to use their best efforts to (i) appoint (orshall have the right, if applicable, cause unless waived at 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) to file a post-hearing brief and the selected arbitrator shall not limit this right. Judgment may be entered on the arbitrator’s 's award in any court having of competent jurisdiction. The arbitrator shall have full and complete power to settle any claim presented, provided that Executive shall be entitled to seek specific performance including any federal or state claim of Executive’s right to be paid employment discrimination or retaliation by EXECUTIVE, and to participate in benefit programs during fashion an appropriate remedy. However, the pendency of any dispute arbitrator shall not have the power to amend or controversy arising under or in connection with modify this Agreement. The Company and Executive hereby agree that In any dispute concerning the termination of EXECUTIVE, the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If may not award reinstatement or 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 other remedy unless he 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 she determines that Executive EMPLOYER was not entitled to the continued payment of base salary terminate EXECUTIVE under the other provisions of this Agreement. Fees and costs for the arbitration will be split equally between the parties; however, each party will be responsible for their own attorney's fees.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereofEXCEPT AS SET FORTH BELOW, any THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS OR PRINCIPLES THEREOF THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. ALL MATTERS WHICH ARE THE SUBJECT OF THIS AGREEMENT RELATING TO MATTERS OF INTERNAL GOVERNANCE OF THE COMPANY SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY LAW OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. Any dispute or controversy arising under under, out of, or in connection with this Agreement that cannot be mutually resolved by the parties or in relation to this Agreement and their respective advisors and representatives shall be finally determined and settled exclusively by arbitration in SouthfieldNew York, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by New York 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 applicable rules of the American Arbitration Association, and such arbitration shall be conducted in accordance with judgment upon 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 award may be entered on the arbitrator’s award in any court having jurisdiction. Within 20 days of the conclusion of the arbitration hearing, provided the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that Executive the written decision of the arbitrator shall be entitled to seek specific performance of Executive’s right to be paid valid, binding, final and to participate in benefit programs during non-appealable; provided, however, that the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby parties hereto agree that the arbitrator shall not 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 award punitive damages against any damages awarded party to Executive or may such arbitration. To the extent permitted by law, the arbitrator’s fees and expenses will be recovered from Executive if it borne equally by each party. In the event that an action is determined that Executive was not entitled brought to enforce the continued payment of base salary under the other provisions of this AgreementAgreement pursuant to this Section 14(l), each party shall pay its own attorney’s fees and expenses regardless of whether in the opinion of the court or arbitrator deciding such action there is a prevailing party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL, INCLUDING TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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) 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 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) hereofThe sole and exclusive method for resolving all disputes under, any dispute or controversy arising under out of, related to, or in connection with this Agreement that cannot shall be mutually resolved binding arbitration in New York, New York, in a proceeding administered by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration 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 in accordance with the Employment Dispute Resolution Rules New York Office of the American Arbitration Association then (“AAA”) in effect. accordance with the Commercial Dispute Resolution and Procedures of the Arbitration Rules of the AAA (b) the “Rules”). The arbitration shall be conducted by a single arbitrator jointly appointed by the parties; provided, however, that if the parties fail after good faith negotiation to agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the date that proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for 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 prospective monetary award. The arbitrator shall render his decision within thirty (30) days of following the date of selection the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. Each party shall bear all of its own costs and expenses related to any arbitration pursuant to this Section 23, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator, and, as a condition and the prevailing party shall not be entitled to his or her selection, recover any such costs and expenses from the non-prevailing party. The decision of the arbitrator must consent to shall 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 final and binding. The prevailing party shall be entitled to seek specific performance of Executiveapply to, and obtain from, a court or tribunal having jurisdiction, an order enforcing the arbitrator’s decision. Notwithstanding anything contained in this Section 23 to the contrary, each party shall have the right to be paid institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, 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 23 shall be pending, Executive shall continue to receive at a minimum not limit the base salary which Executive was receiving immediately prior to remedies granted 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 in Section 7(k).

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) 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. (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. 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) or Section 11(c) hereof, any dispute Any 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 or any breach thereof 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, if such claim or if the parties cancontroversy is not agree on the selection of the arbitrator, who shall be selected settled pursuant to the procedures of the American Arbitration Association, and Section 18(h) hereof. The venue for any such arbitration shall be conducted Dallas, Texas, or such other location as the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under this Section 18(i) shall be undertaken in accordance with the Employment Dispute Resolution Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect. (b) The parties agree to use their best efforts to force. Only individuals who are (i) appoint lawyers engaged full-time in the practice of law and (or, if applicable, cause ii) on the American Arbitration Association to appoint) AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the arbitrator within thirty rules of the AAA. Within twenty (3020) 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 conclusion 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 arbitration hearing, at such time. (c) the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be entered on the arbitrator’s award and enforced in any court having of competent jurisdiction, provided . It is mutually agreed that Executive the written decision of the arbitrator shall be entitled to seek specific performance of Executive’s right to be paid valid, binding, final and to participate in benefit programs during non-appealable; provided however, that the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby parties hereto agree that the arbitrator shall not 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 award punitive damages against any damages awarded party to Executive or may such arbitration. The arbitrator 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 recovered from Executive if it borne equally by the parties thereto. In the event action is determined that Executive was not entitled brought to enforce the continued payment of base salary under the other provisions of this AgreementAgreement pursuant to this Section 18(i), the non-prevailing parties shall be required to pay the reasonable attorneys’ 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 attorneys’ fees and expenses. I HAVE READ THIS AGREEMENT CAREFULLY. I ACKNOWLEDGE THAT THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES THAT I AM REQUIRED TO OBSERVE AS AN EMPLOYEE EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION.

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 Section 9(d) or Section 11(c) hereof, Employee shall submit any dispute or controversy claim arising under from or in connection with this relating to the Agreement that cannot be mutually resolved to mandatory and binding arbitration administered by the parties American Arbitration Association (“AAA”) to this Agreement and their respective advisors and representatives be held in Houston, Texas, U.S.A., except as otherwise required by law. The arbitration shall be settled exclusively by in accordance with the terms of the Plan and the Commercial Arbitration Procedures of the AAA (the “Rules”). The arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected jointly by the Company and Executivetwo (2) arbitrators; provided, or that if the parties cannot two (2) arbitrators are unable to agree on to the selection of the arbitratorthird arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to this Section, who the third arbitrator shall instead be selected by the AAA pursuant to the procedures of the American Arbitration Association, and Rules. Each party in such an arbitration proceeding shall be conducted responsible for the costs and expenses incurred by such party in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. connection therewith (bincluding attorneys’ fees) The parties agree which shall not be subject 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 recovery from the other party in the arbitration except that a dispute or controversy exists any and all charges that necessitates may be made for the appointment of an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days cost of the date of selection arbitration and the fees of the arbitrator, and, as arbitrators which shall in all circumstances be paid by the Company. Any court having jurisdiction may enter 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 judgment upon the award rendered by the arbitrator’s . In the event of litigation to enforce an arbitration award in any court having jurisdictionconnection with or concerning the subject matter of this Agreement, provided that Executive the prevailing party shall be entitled to seek specific performance of Executive’s right to be paid recover from the non-prevailing party all reasonable out-of-pocket costs and to participate in benefit programs during the pendency of any dispute or controversy arising under or disbursements incurred by such party in connection with this Agreementtherewith (including reasonable attorneys’ fees). The Company and Executive hereby agree that Notwithstanding 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 AgreementSection 7, the Company may, if it so chooses, bring an action in any court of competent jurisdiction for injunctive relief to enforce Employee’s obligations under Section 5.

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) 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. (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 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 SouthfieldXxxx 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. (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 xxx 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) 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 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. (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 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 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. (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 in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by between the Company and Executive, whether arising out of or if relating to this Agreement, the parties cannot agree breach of this Agreement, or otherwise, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its National Rules for the Resolution of Employment Disputes then in effect, and judgment on the selection of award rendered by the arbitrator, arbitrator may be entered in any court having jurisdiction thereof. Any arbitration shall be held before a single arbitrator who shall be selected pursuant by the mutual agreement of the Company and Executive, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the American Arbitration Association, and such arbitration AAA. The arbitrator shall be conducted in accordance with have the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties agree authority 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 award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party hereto notifies the other party that a may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy exists that necessitates and seek interim provisional, injunctive or other equitable relief until the appointment arbitration award is rendered or the controversy is otherwise resolved. 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 an arbitrator, and (ii) cause any arbitration hearing to be held within thirty (30) days hereunder without the prior written consent 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 Company and 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 acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the arbitrator United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitration proceeding shall be empowered conducted in Des Moines, Iowa, or such other location to enter an equitable decree mandating specific performance of which the terms of this Agreementparties may agree. If any dispute under this Section 11 The Company 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 responsible for the dispute. At costs of any arbitrator appointed hereunder and the close of underlying expenses imposed by 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 AgreementAmerican Arbitration Association.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any If a dispute or controversy arising under or in connection with this Agreement that canhas not be mutually been resolved by negotiation as provided in Section 12.2 above, then, except as otherwise provided in this Section 12.3, the parties to this Agreement and their respective advisors and representatives dispute shall be settled exclusively determined by arbitration in SouthfieldChicago, 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 Illinois in accordance with the Employment Dispute Resolution Commercial Arbitration Rules of the American Arbitration Association then in effect. AAA, by three (b3) The parties agree to use their best efforts to arbitrators each of whom (i) appoint has the qualifications and experience set forth in subsection (or, if applicable, cause the American Arbitration Association to appointa) 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, this Section 12.3 and (ii) cause is selected as provided in subsection (b) of this Section 12.3. Any issue as to whether or the extent to which the dispute is subject to the arbitration and other dispute resolution provisions contained in this Agreement, including, but not limited to, issues relating to the validity or enforceability of these arbitration provisions, the applicability of any statute of limitations or other defense relating to the timeliness of the assertion of any claim or any other matter relating to the arbitrability of such claim, shall be decided by the arbitrators; provided, however, that any person or entity who or which has not agreed to be bound by the provisions of this Agreement or these arbitration provisions shall not be bound by any arbitration hearing award rendered by the arbitrators unless such person or entity participates in the arbitration proceeding and does not object to be held within thirty (30) days being bound by such award at or prior to the commencement 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 arbitration 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 arbitrators shall be empowered to enter an equitable decree mandating specific performance of base their award on the terms of this Agreement, and they shall endeavor to follow the law and judicial precedents which a U.S. District Judge sitting in the Southern District of New York would apply in the event the dispute were litigated in such court; provided, however, that nothing contained herein shall be deemed to enlarge the grounds for vacating arbitral awards even if, despite such endeavors, the arbitrators fail to correctly follow applicable law. If The arbitrators shall render their award in writing and, unless all Parties agree otherwise, shall include an explanation in reasonable detail of the reasons for their award. The arbitration shall be governed by the substantive laws of the State of New York and applicable to contracts made and to be performed therein, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (Title 9, U.S. Code), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Parties expressly waive any putative right they may otherwise have to seek an award of punitive damages arising out of 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 Agreementhereunder.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If any dispute or controversy arising under or regarding this Agreement should arise between Energy Safety Canada and the Auditor, the aggrieved Party shall inform the other Party in connection with writing that it wishes to arbitrate the dispute. It is expressly provided in this Agreement that cannot be mutually resolved by all disputes between Energy Safety Canada and the parties to Auditor regarding this Agreement and their respective advisors and representatives shall be finally 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 Alberta Arbitration Act, based upon the American Arbitration Association then in effect.following: (b) The parties agree to use their best efforts to (i) appoint the arbitration panel shall consist of one arbitrator, who will be appointed by mutual agreement of the Parties within seven (7) Days following delivery of the written notice to arbitrate, or, if applicablein the event of failure to agree, cause either Party may apply to a judge of the American Court of Queen's Bench of Alberta to appoint an arbitrator, in accordance with section 10 of the Alberta Arbitration Association Act. The arbitrator shall be qualified by education and training to appointpass upon the particular matter to be decided; (ii) the arbitrator within thirty (30) days shall be instructed that time is of the date that a party hereto notifies essence in the other party that a arbitration proceeding; (iii) after written notice is given to refer any dispute or controversy exists that necessitates to arbitration, the appointment of an arbitrator, and Parties will meet within ten (ii10) cause any arbitration hearing to be held within thirty (30) days Days of the date delivery of selection the notice and will negotiate in good faith to agree upon the rules and procedures for the arbitration, in an effort to expedite the process and otherwise ensure that the process is appropriate, given the nature of the dispute and the values at risk, consistent with the purposes of arbitration in accomplishing fair, speedy and cost effective resolution of the dispute. Failing such agreement, the rules and procedures for the arbitration shall be determined by the arbitrator; (iv) the arbitration shall take place at a location that is mutually agreeable to the Parties, but failing agreement, the arbitrator shall determine the location of the arbitration; (v) except as otherwise decided by the arbitrator, andthe fees and other costs associated with the arbitrator shall be shared equally by the adverse Parties and each Party shall be responsible for its own costs; (vi) the arbitration award shall be given in writing, as a condition shall provide reasons for the decision, and shall be final and binding on the Parties, not subject to his or her selectionany appeal, such arbitrator must consent shall be deemed to be available for a hearingjudgment rendered by the Courts of the Province of Alberta, at such time.and shall deal with the question of costs of arbitration and all related matters; (cvii) Judgment judgment upon any award may be entered on the arbitrator’s award in any court having jurisdiction, provided or application may be made to the court for a judicial recognition of the award or an order of enforcement, as the case may be; (viii) other than any action necessary to enforce the arbitrator's award, the Parties agree that Executive shall be entitled the provisions of this Article are a complete defense to seek specific performance of Executive’s right any suit, action or other proceeding instituted in any court or before any administrative tribunal with respect 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 ; (ix) all disputes referred to arbitration (including the scope of the agreement to arbitrate, any statute of limitations, conflict of laws rules, tort claims and Executive hereby interest claims) shall be governed by the substantive law of Alberta; (x) the Parties agree that the arbitrator arbitration shall be empowered to enter an equitable decree mandating specific performance kept confidential and that the existence of the terms arbitration and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any person necessary to the conduct of the proceeding, except as permitted by Article 3.3 of this Agreement. If any dispute under this Section 11 shall , or as may lawfully be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior required in judicial proceedings relating to the act arbitration or omission which forms otherwise; and (xi) the basis for time limits referred to in this Article may be extended by the dispute. At the close mutual written agreement 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 Section 9(d) or Section 11(c) hereof, If any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement arises between 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 and Executive, or if that the parties cannot agree on resolve themselves, including any dispute over the selection application, validity, construction, or interpretation of the arbitratorthis Agreement, 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 then-applicable employment law rules of the American Arbitration Association then shall provide the exclusive remedy for resolving any such dispute, regardless of its nature; provided, however, that the Company may enforce may enforce Executive’s obligation to provide services under this Agreement and Executive’s obligations under Sections 5 through 7 of this Agreement by an action for injunctive relief and damages in effecta court of competent jurisdiction at any time prior or subsequent to the commencement of an arbitration proceeding as herein provided. This Section 9.6 shall apply to any and all claims arising out of Executive’s employment and its termination, under state and federal statutes, local ordinances, and the common law including, without limitation Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act, as amended, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Civil Rights Act and the New Jersey Law Against Discrimination. (b) The parties agree Executive has read and understand this Section 9.7 which discusses arbitration. Executive understands that by signing this Agreement, Executive agrees to use their best efforts to (i) appoint (orsubmit any claims arising out of, if applicablerelating to, 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, or the interpretation, validity, construction, performance, breach or termination thereof, or Executive’s employment or the termination thereof, to binding arbitration, and that this arbitration provision constitutes a waiver of Executive’s right to a jury trial and relates to the resolution of all disputes relating to all aspects of the employer/employee relationship. The Company Executive further understands that other options such as federal and state administrative remedies and judicial remedies exist and know that by signing this Agreement those remedies are forever precluded and that regardless of the nature of Executive’s complaint, Executive hereby knows that it can only be resolved by arbitration. (c) Unless the parties agree otherwise, any arbitration shall be administered by and take place in the offices of the American Arbitration Association in Essex County, New Jersey. If that office is not available, then the arbitrator shall be empowered to enter an equitable decree mandating specific performance determine the location 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 Agreementarbitration within New Jersey.

Arbitration. (a) Except as contemplated by Section 9(d) provided below, all controversies, disputes or Section 11(c) hereofclaims between Gold and Producer in any way related to, any dispute arising out of or controversy arising under or in connection connected with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled resolved solely and exclusively by through 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 then current commercial arbitration rules of the American Arbitration Association, and such . The arbitration proceeding shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) The parties Des Moines, Iowa and shall be heard by one arbitrator mutually agreed to by Gold and Producer; provided, however, that if Gold and Producer are unable to agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the on an 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) 15 days of the date of selection a written demand for arbitration given by either Gold or Producer, then Gold and Producer shall each select one arbitrator, and those two arbitrators shall in turn select a third arbitrator, and the arbitration proceedings shall be heard and determined before those three arbitrators, with the decision of a majority of the arbitratorarbitrators to govern. The arbitrator or arbitrators shall have the right to award or include in the award any relief deemed appropriate under the circumstances, andincluding money damages, specific performance, injunctive relief and attorneys’ fees and costs in accordance with this Agreement, but subject to Section 18. Gold and Producer agree that, in connection with any arbitration proceeding, they shall file any compulsory counterclaim (as a condition defined under the federal rules of civil procedure) within 30 days after the date of the filing of the claim to his which it relates. The award and decision of the arbitrator or her selection, such arbitrator must consent to arbitrators shall be available for a hearing, at such time. (c) Judgment conclusive and binding upon Gold and Producer and judgment upon the award may be entered on the arbitrator’s award in any court having of competent jurisdiction. Gold and Producer shall share the costs of the arbitration equally, provided that Executive and shall be entitled to seek specific performance of Executive’s right to be paid pay their own attorneys’ fees and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company other costs and Executive hereby agree expenses, except that the arbitrator or arbitrators may award costs and fees to the prevailing party as the arbitrator or arbitrators deem appropriate. Notwithstanding the foregoing, no controversy, dispute or claim in any way related to, arising out of or connected with Sections 19 or 20 or any action by Gold or Producer seeking specific performance or injunctive relief shall be empowered subject to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute arbitration under this Section 11 shall be pendingunless Gold and Producer, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior in their respective sole discretion, consent in writing to the act arbitration of any such particular controversy, dispute 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 Agreementclaim.

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, MichiganNew York, 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 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 the Company or 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 5, 6 or controversy arising under or in connection with this 7 of the Agreement. The Company , as applicable, and the Company, Parent and Executive hereby consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) actively engaged or have been actively engaged in the last 10 years in the practice of law, including as in-house counsel or as a judge; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (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 valid, binding, final and non-appealable; provided however, that the Parties hereto agree that the arbitrator shall not be empowered to enter award punitive damages against any party to such arbitration. In the event that an equitable decree mandating specific performance of action is brought to enforce the terms provisions of this Agreement. If any dispute under Agreement pursuant to this Section 11 paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the Company shall be pendingrequired to pay the arbitrator’s full fees and expenses (but not the Executive’s legal fees), (y) if the Company (or Parent) prevails in such action, Executive shall continue be required to receive at a minimum pay the base salary which Executive was receiving immediately prior to arbitrator’s full fees and expenses (but not the act Company’s or omission which forms the basis for Parent’s legal fees) and (z) if, in the dispute. At the close opinion of the arbitrationarbitrator deciding such action, such continued base salary payments may there is no prevailing party, each party shall pay his or its own attorney’s fees and expenses and the arbitrator’s fees and expenses will be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to borne equally by the continued payment of base salary under the other provisions of this AgreementParties thereto.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof4.1 In the event the Association elects to submit a grievance to arbitration, 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 according to, and shall be governed by, the procedure set forth in this Article. 4.2 The arbitrator shall be selected by mutual agreement of the Company and Executive, or if parties. If the parties cannot agree on within seven (7) days after receipt by the selection Committee of written notice that the arbitratorAssociation intends to arbitrate, who the Association may, within seventeen (17) days after such receipt, refer the grievance to the American Arbitration Association. The arbitrator shall be selected pursuant to in accordance with the procedures then current rules of the American Arbitration Association, and such Association applicable to labor arbitrations. Any arbitration hereunder shall be conducted in accordance with such rules, subject to the Employment Dispute Resolution Rules provisions of this Agreement. The Committee and the Association shall share equally in compensation and expenses of the American Arbitration Association then in effectarbitrator. (b) 4.3 Either the Committee or the Association shall have standing to question arbitrability in arbitration or in an appropriate forum. 4.4 The parties agree to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) function of the arbitrator within thirty (30) days is to determine the interpretation and application of specific provisions of this Agreement. There shall be no right in arbitration to obtain, and no arbitrator shall have any authority or power to award or determine any change in, modification or alteration of, addition to, or detraction from any of the date provisions of this Agreement. In reaching a decision the arbitrator shall not substitute his/her judgment for that a party hereto notifies of the other party Committee, Superintendent or Principal, as the case may be; nor shall he/she set aside the decision of the Committee, Superintendent or Principal, as the case may be, unless he/she concludes that a dispute the Committee, Superintendent or controversy exists that necessitates Principal, as the appointment of an arbitratorcase may be, was arbitrary and capricious, and (ii) cause he/she shall be subject to the principle that there are no restrictions intended on the rights or authority of the Committee, Superintendent or Principal, as the case may be, other than those expressly set forth herein. The arbitrator may or may not make his/her award retroactive as the equities of the case may require. Except in cases of group or class grievances, each grievance shall be separately processed in any arbitration hearing to be held within thirty (30) days of proceedings hereunder unless the date of selection parties otherwise agree. The arbitrator shall furnish a written opinion specifying the reasons for his/her decision. The decision of the arbitrator, andif within the scope of his/her authority and power under this Agreement, shall be final and binding upon the Committee, Superintendent or Principal, as a condition to his or her selectionthe case may be, such arbitrator must consent to be available for a hearing, at such timethe Association and the teacher(s) who initiated the grievance. (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 set forth in Section 9(d) 8, Employee and Company agree that in the event a dispute arises concerning or Section 11(c) hereofrelating to the interpretation, any application or enforcement of this Agreement, such 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 submitted to 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 Rules employment arbitration rules of the American Arbitration Association then (“AAA”) by a single impartial arbitrator experienced in effect. (b) employment law selected as follows: if Company and Employee are unable to agree upon an impartial arbitrator within ten days of a request for arbitration, the parties shall request a panel of employment arbitrators from AAA and alternatively strike names until a single arbitrator remains. The parties arbitration shall take place in Chicago, Illinois, and both Employee and Company agree to use their best efforts submit to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) jurisdiction of the arbitrator within thirty (30) days selected in accordance with AAA’s rules and procedures. Employee and Company further agree that arbitration as provided for in this section will be the exclusive remedy for any such dispute and will be used instead 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 jurisdictionaction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate which is hereby expressly waived, except for any request by either Party hereto for temporary or preliminary injunctive relief pending arbitration in benefit programs during the pendency of any dispute accordance with applicable law, or controversy arising under or in connection an administrative claim with this Agreementan administrative agency. The Company and Executive hereby Parties further agree that the award of the arbitrator shall be empowered final and binding on both parties. The arbitrator shall have discretion to enter an equitable decree mandating specific performance award monetary and other damages, or no damages, and to fashion such other relief as the arbitrator deems appropriate. Company will be responsible for paying any filing fees and costs of the terms of this Agreement. If any dispute under this Section 11 arbitration proceeding itself (for example, arbitrators’ fees, conference room, transcripts), but each Party shall be pendingresponsible for its own attorneys’ fees (except as set forth in Section 10(g) below). COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, 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 arbitrationTHEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, 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 STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

Arbitration. (a) Except that the Company may elect to pursue remedies as contemplated by set forth in the first sentence of Section 9(d) or Section 11(c) hereof14, in the event of any dispute or controversy arising under or in connection difference between the Company 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 shall the enforcement of rights hereunder, the Executive may, in the Executive’s sole discretion by written notice to the Company, require such dispute or difference to be settled exclusively by arbitration in Southfield, Michigan, before one submitted to arbitration. The arbitrator of exemplary qualifications and stature, who or arbitrators shall be selected jointly by the Company and Executive, or if agreement of the parties or, if they cannot agree on an arbitrator or arbitrators within 30 days after the selection Executive has notified the Company of the arbitratorExecutive’s desire to have the question settled by arbitration, who then the arbitrator or arbitrators shall be selected pursuant to the procedures of by the American Arbitration AssociationAssociation (the “AAA”) in the City of Rochester, New York upon the application of the Executive. 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 determination by such arbitrator may be sought in any court 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, any such arbitration shall take place in Rochester, New York in accordance with New York law, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. (b) AAA. The parties agree hereby consent to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days jurisdiction 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 courts of the date State of selection New York and of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available United States District Court 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 Western District of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or New York for all purposes in connection with this Agreementthe arbitration. The Company parties hereto consent that any process or notice of motion or other application to either of said courts and Executive hereby any document or paper in connection with arbitration, may be served by certified mail, return receipt requested, to the address to which notices may be given as specified herein, or by personal service, or in such other manner as may be permissible under the rules of the applicable court or the arbitration tribunal, provided a reasonable time for appearance is allowed. The parties further agree that arbitration proceedings must be instituted within one year after the arbitrator claimed breach occurred, and that failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and the waiver of all claims. The parties further agree that all arbitration costs and expenses, including attorneys’ fees for counsel representing the Executive and counsel representing the Company, shall be empowered to enter an equitable decree mandating specific performance paid by the Company, except that attorneys’ fees for counsel representing the Executive shall not be paid by the Company in the event the Arbitrator determines that the employment 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 hereunder was receiving immediately prior to the act or omission which forms the basis properly terminated 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 AgreementCause.

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 a Dispute is not be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration mediation as provided 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 Section 8.2 within thirty (30) days of the date that selection of a party hereto notifies mediator (unless the mediator chooses to withdraw sooner), either Party may submit the Dispute to be finally resolved by arbitration pursuant to the CPR Rules for Non-Administered Arbitration as then in effect (the “CPR Arbitration Rules”). The Parties consent to a single, consolidated arbitration for all known Disputes existing at the time of the arbitration and for which arbitration is permitted. (b) The neutral organization for purposes of the CPR Arbitration Rules will be the CPR. The arbitral tribunal shall be composed of three arbitrators, of whom each Party shall appoint one in accordance with the “screened” appointment procedure provided in Rule 5.4 of the CPR Arbitration Rules. The arbitration shall be conducted in the State of New York. Each Party shall be permitted to present its case, witnesses and evidence, if any, in the presence of the other party Party. A written transcript of the proceedings shall be made and furnished to the Parties. The arbitrators shall determine the Dispute in accordance with the law of the State of New York, without giving effect to any conflict of law rules or other rules that a dispute might render such law inapplicable or controversy exists that necessitates the appointment of an arbitratorunavailable, and (ii) cause shall apply this Agreement and the Transaction Documents according to their respective terms; provided, however, that any Dispute in respect of a Transaction Document which by its terms is governed by the law of a jurisdiction other than the State of New York shall be determined by the law of such other jurisdiction; provided, further, however, that the provisions of this Agreement relating to arbitration hearing shall, except as otherwise provided in this Article VIII or otherwise agreed to by the Parties in writing, be held within thirty (30) days of governed by the date of selection of the arbitratorFederal Arbitration Act, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time9 U.S.C. §§ 1 et seq. (c) Judgment The Parties agree to be bound by any award or order resulting from any arbitration conducted in accordance with this Section 8.3 and further agree that judgment on any award or order resulting from an arbitration conducted under this Section 8.3 may be entered and enforced in any court having jurisdiction thereof. (d) Except as expressly permitted by this Agreement, no Party will commence or voluntarily participate in any court action or proceeding concerning a Dispute, except (i) for enforcement as contemplated by Section 8.3(c) above, (ii) to restrict or vacate an arbitral decision based on the arbitratorgrounds specified under applicable Law, or (iii) for interim relief as provided in paragraph (e) below. For purposes of the foregoing, the Parties hereto submit to the non-exclusive jurisdiction of the courts of the State of New York. (e) In addition to the authority otherwise conferred on the arbitral tribunal, the tribunal shall have the authority to make such orders for interim relief, including injunctive relief, as it may deem just and equitable. Notwithstanding Section 8.3(d) above, each Party acknowledges that in the event of any actual or threatened breach of the provisions of the Corporate Services Agreement, the Registration Rights Agreement, the Intellectual Property License Agreement and this Agreement, the remedy at law would not be adequate, and therefore injunctive or other interim relief may be sought immediately to restrain such breach. If the tribunal shall not have been appointed, either Party may seek interim relief from a court having jurisdiction if the award to which the applicant may be entitled may be rendered ineffectual without such interim relief. Upon appointment of the tribunal following any grant of interim relief by a court, the tribunal may affirm or disaffirm such relief, and the Parties will seek modification or rescission of the court action as necessary to accord with the tribunal’s decision. (f) A Party obtaining an order of interim injunctive relief may enter judgment upon such award in any court having of competent jurisdiction. The final award in an arbitration pursuant to this Article VIII shall be conclusive and binding upon the Parties, provided and a Party obtaining a final award may enter judgment upon such award in any court of competent jurisdiction. (g) It is the intent of the Parties that Executive the agreement to arbitrate Disputes set forth in this Section 8.3 shall be interpreted and applied broadly such that all reasonable doubts as to arbitrability of a Dispute shall be decided in favor of arbitration. (h) So long as any Party has a timely claim to assert, the agreement to arbitrate Disputes set forth in this Section 8.3 will continue in full force and effect subsequent to, and notwithstanding the completion, expiration or termination of, this Agreement. (i) If a Dispute includes both arbitrable and nonarbitrable claims, counterclaims or defenses, the Parties shall arbitrate all such arbitrable claims, counterclaims or defenses and shall concurrently litigate, subject to and in accordance with Section 9.2, all such nonarbitrable claims, counterclaims or defenses. (j) Each Party shall bear its own fees, costs and expenses and shall bear an equal share of the expenses of the arbitration, including the fees, costs and expenses of the arbitrator; provided, that in the case of any Disputes relating to the Parties’ rights and obligations with respect to indemnification under Article VI, the substantially prevailing Party shall be entitled to seek specific performance reimbursement by the other Party of Executive’s right to be paid its reasonable out-of-pocket fees and to participate in benefit programs during the pendency of any dispute or controversy arising under or expenses (including attorneys’ fees) incurred 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, 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 provided in Section 9(d) or Section 11(c) 11 hereof, the Employee, the Broadway Ticketing Division and HMC each agree that any dispute and all disputes and claims arising out of or controversy arising under or in connection with this Agreement that cannot be mutually resolved related to the Employee’s employment by the parties to this Agreement and their respective advisors and representatives Broadway Ticketing Division or the termination thereof, shall be settled exclusively by submitted to binding arbitration in SouthfieldNew York County, MichiganNew York pursuant to the then-existing model employment dispute rules of the American Arbitration Association (“Rules”), 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 three (3) arbitrators to be selected pursuant to the procedures then-existing Rules. THE EMPLOYEE HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, IN AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH OF THE EMPLOYEE, THE BROADWAY TICKETING DIVISION AND HMC GIVE UP THE RIGHT TO HAVE THE DISPUTE(S) OR CLAIMS(S) HEARD IN A COURT OF LAW BY A JUDGE OR JURY. However, nothing herein shall in any way limit either the Employee’s, the Broadway Ticketing Division’s or HMC’s statutory rights and/or remedies, all of which are reserved and may be alleged in the arbitration process, and nothing herein shall in any way limit the Broadway Ticketing Division’s or HMC’s rights under Section 11 hereof. Moreover, nothing herein shall restrict any resort to any statutory agency charged with enforcing any of the American Arbitration AssociationEmployee’s, and the Broadway Ticketing Division’s or HMC’s statutory rights and/or remedies; however the review of any such arbitration agency’s actions shall be conducted in accordance with had before the Employment Dispute Resolution Rules of arbitrators as discussed above and not before a judge or jury. By signing this Agreement, the American Arbitration Association then in effect. (b) The parties agree to use their best efforts to (i) appoint (or, if applicable, cause Employee understands that the American Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that Employee may not have 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 jury decide any dispute or controversy arising under claim, but that any such dispute or in connection with this Agreementclaim shall be decided only by the arbitrators. The Company arbitrators shall issue a written decision, including the arbitrators’ written findings and Executive hereby agree conclusions upon which any award is based. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration, except that the arbitrator arbitrators shall be empowered authorized, in their discretion, to enter an equitable decree mandating specific performance award fees and expenses to a prevailing party in the interests 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 Agreementjustice.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, The Participant hereby agrees to submit any dispute or controversy arising under or from participation in connection with this Agreement that cannot be mutually resolved the Competition to arbitration, for the sole purpose of determining whether the alleged injury arises from a risk inherent in the activities engaged in by the parties to this Agreement and their respective advisors and representatives Participant while participating in the Competition. For such disputes, there shall be settled exclusively by a three-member arbitration in Southfieldpanel, Michigan, before consisting of two party-appointed arbitrators (one arbitrator of exemplary qualifications to be appointed by each party) and statureone neutral arbitrator (collectively, who the “Panel”), to be chosen by the party-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a third, neutral arbitrator, the neutral arbitrator shall be selected jointly appointed by the Company 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 Executivethe parties shall share equally the costs associated with the neutral arbitrator. The arbitration proceeding shall proceed in Hartford, Connecticut and shall be governed by the Federal Rules of Evidence. The Panel shall establish a reasonable and appropriate discovery schedule to expeditiously resolve this matter. In the event that the Panel determines the alleged injury arises from a risk inherent in the Participant’s participation in the Competition, the claim shall be deemed barred, as a matter of law, and the Participant shall be barred from recovering any compensation from the Facility, the Partnership, and/or the Lounge. In the event that the Panel determines the alleged injury did not arise from a risk inherent in the activities engaged in during the Competition, the Participant shall proceed to the Superior Court of Connecticut, or if appropriate, the parties cannot agree on United States District Court, for the selection District of the arbitratorConnecticut, 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 hearingtrial de novo. I HAVE READ AND UNDERSTAND THIS AGREEMENT AND I AM AWARE THAT BY SIGNING THIS AGREEMENT I MAY BE WAIVING CERTAIN LEGAL RIGHTS, at such timeINCLUDING THE RIGHT TO SUE. (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 dispute or controversy arising All disputes under or in connection with this Agreement that cannot be mutually resolved by may at the parties to this Agreement and their respective advisors and representatives shall election of the Indemnified Party, be settled exclusively by arbitration in SouthfieldWilmington, MichiganDelaware, 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 rules of the American Arbitration Association then in effect. (bthe "ASSOCIATION") The parties agree to use their best efforts to before a panel of three (i3) appoint (or, if applicable, cause the American arbitrators. Arbitration Association to appoint) the arbitrator within thirty (30) days of the date that may be commenced at any time by a party hereto notifies giving written notice to all other parties hereto that such dispute has been referred to arbitration. The party (or parties) initiating 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 select one arbitrator, the other party (or parties) shall be entitled to select one arbitrator, and the two arbitrators so selected shall select the third arbitrator; provided, that, all three of Executive’s the arbitrators shall be selected from a list of arbitrators with expertise in commercial disputes and/or contract interpretation maintained by the Association. Any award rendered by the arbitrators shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrators giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding and there shall be no right of appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the arbitrators shall be equally shared; provided, however, that if in the opinion of the arbitrators any claim made 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 against the party raising such unreasonable claim, defense or objection. To the extent that arbitration may not be legally permitted hereunder or the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration any party may commence a civil action in the federal district courts in Wilmington, Delaware, and the parties agree to submit to the personal jurisdiction of such court. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any proceeding brought in the federal district courts in Wilmington, Delaware, any claim that any proceeding brought in such a court has been brought in an inconvenient forum, and any 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 it may be offset against any damages awarded to Executive entitled on account of its place of residence 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 Agreementdomicile.

Arbitration. Subject to paragraph 12 (aG) Except as contemplated by Section 9(d) or Section 11(c) hereofof this agreement, 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 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 this Section 21). All arbitration proceedings hereunder shall be conducted in accordance with the Employment Dispute Resolution Rules Pleasanton, California. The substantive law of the American Arbitration Association then in effect. (b) The parties agree State of California shall be applied by the jointly selected arbitrator to use their best efforts to (i) appoint (or, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty (30) days 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 arbitrationSuperintendent, 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 attorney’s 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. The costs and expenses of arbitration shall be recovered from Executive if it is determined that Executive was not entitled paid as agreed to by the continued payment of base salary under the other provisions of this Agreementparties during arbitration.

Arbitration. (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, If any dispute or controversy arising under or in connection with this Agreement that canhas not be mutually been resolved by Mediation as provided in subparagraph 6(a) of this Agreement, the parties Parties will submit such dispute to this Agreement final 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 then-current AAA national rules for the resolution of employment disputes before a neutral arbitrator selected from the American Arbitration Associationlist of Arbitrators. THE PARTIES EXPRESSLY AGREE THAT SUCH ARBITRATION SHALL BE THE EXCLUSIVE REMEDY FOR ANY DISPUTE INVOLVING THIS AGREEMENT, THE EXECUTIVE’S EMPLOYMENT, TERMINATION, COMPENSATION, OR BENEFITS AND HEREBY EXPRESSLY WAIVE ANY RIGHT THEY HAVE, OR MAY HAVE, TO A COURT TRIAL OR A JURY TRIAL OF ANY SUCH DISPUTE. In making an award, the arbitrator shall have no power to add to, delete from or modify this Agreement, or to enforce purported unwritten or prior agreements, or to construe implied terms or covenants into the Agreement. In reaching a decision, the arbitrator shall adhere to the relevant law and applicable precedent, and such arbitration shall have no power to vary therefrom. In construing this Agreement, its language shall be conducted given a fair and reasonable construction in accordance with the Employment Dispute Resolution Rules intention of the American Arbitration Association then in effect. (b) The parties agree and without regard to use their best efforts to (i) appoint (orwhich party drafted it. At the time of issuing a decision, if applicable, cause the American Arbitration Association to appoint) the arbitrator within thirty shall (30in the decision or separately) days make specific findings 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 shall set forth such facts as support the decision, as well as conclusions of law, and the reasons and bases for the opinion. In the event the arbitrator exceeds the powers or jurisdiction here conferred, or fails to be held within thirty (30) days issue a decision in conformance herewith, it is specifically agreed that the aggrieved party may petition a court of the date of selection of competent jurisdiction to correct or vacate such award, and that the arbitrator, and, as a condition to ’s act of exceeding 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 powers 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 Agreementgrounds for granting such relief. 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 one 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 more provisions of this Agreementarbitration clause shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.