Common use of Binding Arbitration Clause in Contracts

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. The parties agree thatExecutive agrees that any dispute or controversy arising out of or relating to any interpretation, except as provided in Articles 9 and 10 aboveconstruction, any disputes under performance or breach of this Agreement Agreement, shall be settled exclusively by binding arbitration conducted to be held in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted Florida in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association rules then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (arbitrator may grant injunctions or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change relief in Control, if the Executive prevails on a majority such dispute or controversy. The decision of the material issues in arbitrator shall be final, conclusive and binding on the dispute, and (b) if parties to the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputearbitration. Judgment upon the final award rendered by such arbitrator(s) may be entered on the arbitrator’s decision in any court having jurisdiction thereofjurisdiction. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, The Company and the Executive shall make such written demand within sixty (60) days following equally share the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the legal costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation and expenses of such costs) incurred in the prior taxable yeararbitration; provided, however, that the Executive prevailing party shall return be entitled to recover from the non-prevailing party all reasonable legal costs and expenses incurred in preparing for and participating in the arbitration, including staff time, court costs, attorney’s fees, and all other related expenses incurred in such amounts to arbitration. If there is no prevailing party, each party will pay its own attorneys’ fees, costs, and expenses. Whether a prevailing party exists shall be determined solely by the Companies within ten (10) business days arbitrator on a claim-by-claim basis, and such arbitrator, in its sole discretion, shall determine the amount of reasonable and necessary attorneys’ fees, costs, and/or expenses, if any, for which a party is entitled. The following guiding principles shall be applied by the final arbitrator in any determination if of a prevailing party: (i) in the case intent of an arbitration prior the parties is to avoid any arbitration, action, or proceeding arising from a Change in Controlbreach of this Agreement, and therefore, the Executive does not prevail on a majority of the material issues in the parties will work together to resolve any such dispute, or ; (ii) in none of the case parties will proceed with an arbitration, action, or proceeding arising from a breach of this Agreement until after exhausting all reasonable efforts to resolve such dispute using best efforts, an arbitration impasse has resulted and a satisfactory result cannot be reached without moving forward with such arbitration, action, or proceeding; and (iii) none of the parties will bring any arbitration, action, or proceeding arising from a breach of this Agreement until after such party has fully evaluated the merits of such purported claim or cause of action and made a Change in Controldetermination that such party has a good-faith basis to move forward with such arbitration, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaction, or proceeding.

Binding Arbitration. The parties agree that, except Except as provided in Articles 9 and 10 abovethis Section, any disputes under dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, shall be submitted to and settled exclusively by binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of administered by the American Arbitration Association then in effect at (“AAA”) under its Commercial Arbitration Rules (the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute“Rules”). Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. Following Notwithstanding the final determination of the dispute in which, based on the outcome of the disputethen-current Rules, the Executive isfollowing shall apply with respect to arbitration proceedings, unless expressly agreed to otherwise by the Parties: A. The arbitration proceeding shall be held in Hall County, Georgia. The arbitration shall be conducted by a single arbitrator selected in accordance with this Section 13.01, entitled to have his the Rules. B. The arbitrator shall be and remain at all times wholly independent and impartial. C. The administrative costs borne of the arbitration proceeding and the arbitrator’s compensation shall be allocated equally between the Parties by the CompaniesAAA. The arbitrator shall award to the prevailing Party, if any, as determined by the arbitrator, all fees, expenses, and costs. If the arbitrator shall award to the prevailing party such party’s fees, expenses and costs, the Companies non-prevailing party shall pay all such reasonable costs amounts within ten thirty (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (1030) days after any final judgment or decision of the arbitration proceeding. “Fees, expenses, and costs” mean all reasonable pre-award expenses of the arbitration, including without limitation the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses such December 20as copying and telephone, reimburse such reasonable costs (supported by documentation witness fees, and attorneys’ fees and expenses. D. The decision of such costs) incurred the arbitrator shall be in writing, and shall be final and binding upon the prior taxable year; provided, however, Parties. E. It is the Parties’ intent that the Executive arbitration process proceed as quickly as possible. Accordingly, the Party filing the demand for arbitration (the claimant) shall return such amounts submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after the AAA notifies the Parties of the appointment of the arbitrator. The respondent shall submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after receiving the claimant’s statement of position and documents. If the respondent includes a counterclaim against the claimant, the claimant shall submit a statement of its position on that counterclaim, along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after receiving the claimant’s statement of position and documents. Each Party shall have the right to take one deposition of the other. No further discovery shall be allowed. A Party will not be allowed to introduce documents into evidence at the hearing unless they were provided to the Companies within ten (10) business days following the final determination if (i) in the case other Party with its statement of an arbitration prior to a Change in Controlposition, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.as described

Binding Arbitration. The parties hereby agree thatthat if a dispute arises regarding the interpretation or enforcement of the Purchase and Sales Agreement, except as provided in Articles 9 and 10 abovethe Warranty, or any disputes under this Agreement matter relating to the construction of the home, said dispute shall be settled exclusively by arbitration conducted in Winston-Salembinding arbitration. These disputes include but are not limited to: (1) any pre or post closing or construction disputes, North Carolina. Except (2) complaints; (3) unresolved warranty issues, (4) disputes as to events, representations, or omissions which predate the Purchase and Sales Agreement; (5) other action performed or to be performed by the Builder pursuant to the extent inconsistent with Purchase and Sales Agreement or the Warranty; (6) as to repairs or warranty claims arising during the term of the Warranty; and/or (7) as to the cost to repair or replace any defect covered by the Warranty (collectively, an “unresolved dispute”). Such arbitration shall be submitted to and governed by the procedures of the Commercial Rules of the American Arbitration Association and RCW 7.04 et. seq. You commence the arbitration process by giving the Builder written notice of your demand for Arbitration of an unresolved dispute. The dispute will be submitted to the American Arbitration Association, or such other independent arbitration service as is agreeable to XXXXX XXXXXXXXX CONSTRUCTION LLC and you (herein referred to as Arbitrator) within 20 days after XXXXX XXXXXXXXX CONSTRUCTION LLC has received your notice of demand for Arbitration. If you submit a demand for Arbitration, you must pay the Arbitrator’s filing fee prior to the matter being referred to the Arbitrator. The Arbitrator shall have the power to award the cost of this Agreement, such arbitration fee to you or to split it among the parties to the Arbitration. The Arbitration shall be conducted in accordance with the National Rules Arbitrator’s rules and regulations to the extent that they are not in conflict with RCW 7.04 et. seq. Notwithstanding anything to the contrary herein, the arbitration proceedings contemplated herein shall be considered a judicial proceeding, civil action or other “action” for the Resolution purposes of Employment Disputes applying any applicable statutes of limitations or other limitation on civil actions as set forth under Washington law, including but not limited to RCW 4.16 et. seq., RCW 64.50 et. seq., 64.55 et. seq., as they may apply to the American Arbitration Association then in effect at disputes covered by this Section 2 (as such applicable periods of limitation may be further modified or restricted by this Agreement). Either party may, within one year after an arbitration award, apply to the time King County Superior Court for the State of Washington, to confirm the award. The forwarding of a written demand for arbitration shall toll the running of any applicable statue of limitations for the matter to be arbitrated. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL PARTIES. The builder shall have 60 days after receipt of the arbitration award in which to comply with the arbitrator’s decision. Repairs will be commenced as soon as possible and otherwise in accordance will be completed within 60 days with principles which the exception of any seasonal repairs or items that would be applied by a court of law or equityreasonably take more than 60 days to complete. The arbitrator shall be acceptable to both Builder will complete such repairs or replacement with diligence but without the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel necessity of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators incurring overtime or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearweekend expenses.

Binding Arbitration. The parties hereby agree thatthat if a dispute arises regarding the interpretation or enforcement of the Purchase and Sales Agreement, except as provided in Articles 9 and 10 abovethe Warranty, or any disputes under this Agreement matter relating to the construction of the home, said dispute shall be settled exclusively by arbitration conducted in Winston-Salembinding arbitration. These disputes include but are not limited to: (1) any pre or post closing or construction disputes, North Carolina. Except (2) complaints; (3) unresolved warranty issues, (4) disputes as to events, representations, or omissions which predate the Purchase and Sales Agreement; (5) other action performed or to be performed by the Builder pursuant to the extent inconsistent with Purchase and Sales Agreement or the Warranty; (6) as to repairs or warranty claims arising during the term of the Warranty; and/or (7) as to the cost to repair or replace any defect covered by the Warranty (collectively, an “unresolved dispute”). Such arbitration shall be submitted to and governed by the procedures of the Commercial Rules of the American Arbitration Association and RCW 7.04 et. seq. You commence the arbitration process by giving the Builder written notice of your demand for Arbitration of an unresolved dispute. The dispute will be submitted to the American Arbitration Association, or such other independent arbitration service as is agreeable to XXXX XXXXXXXXX CONSTRUCTION LLC and you (herein referred to as Arbitrator) within 20 days after XXXX XXXXXXXXX CONSTRUCTION LLC has received your notice of demand for Arbitration. If you submit a demand for Arbitration, you must pay the Arbitrator’s filing fee prior to the matter being referred to the Arbitrator. The Arbitrator shall have the power to award the cost of this Agreement, such arbitration fee to you or to split it among the parties to the Arbitration. The Arbitration shall be conducted in accordance with the National Rules Arbitrator’s rules and regulations to the extent that they are not in conflict with RCW 7.04 et. seq. Notwithstanding anything to the contrary herein, the arbitration proceedings contemplated herein shall be considered a judicial proceeding, civil action or other “action” for the Resolution purposes of Employment Disputes applying any applicable statutes of limitations or other limitation on civil actions as set forth under Washington law, including but not limited to RCW 4.16 et. seq., RCW 64.50 et. seq., 64.55 et. seq., as they may apply to the American Arbitration Association then in effect at disputes covered by this Section 2 (as such applicable periods of limitation may be further modified or restricted by this Agreement). Either party may, within one year after an arbitration award, apply to the time King County Superior Court for the State of Washington, to confirm the award. The forwarding of a written demand for arbitration shall toll the running of any applicable statue of limitations for the matter to be arbitrated. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL PARTIES. The builder shall have 60 days after receipt of the arbitration award in which to comply with the arbitrator’s decision. Repairs will be commenced as soon as possible and otherwise in accordance will be completed within 60 days with principles which the exception of any seasonal repairs or items that would be applied by a court of law or equityreasonably take more than 60 days to complete. The arbitrator shall be acceptable to both Builder will complete such repairs or replacement with diligence but without the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel necessity of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators incurring overtime or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearweekend expenses.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to A. If the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance grievant(s) is not satisfied with the National Rules for the Resolution disposition of Employment Disputes of the American Arbitration Association then in effect his/her grievance at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitratorStep 3, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award no decision has been rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20he/she has first met with the Superintendent, reimburse such reasonable costs he/she may within five (supported 5) days after a decision by documentation of such costs) incurred the Superintendent, request in the prior taxable year; provided, however, writing that the Executive shall return such amounts Association submit his/her grievance to arbitration. If the Association determines that the grievance involved the interpretation, or application, of any of the terms and conditions of this Agreement, it may, by written notice to the Companies Superintendent, within five (5) days after receipt of the request from the aggrieved person(s) submit the grievance to binding arbitration. If any question arises as to arbitrability, such question will first be ruled upon by the arbitrator selected to hear the dispute. B. Within ten (10) business days following after such written notice of submission to arbitration, the Superintendent and the Association will attempt to agree upon a mutually acceptable arbitrator and to obtain a commitment from such arbitrator to serve. If the parties are unable to agree upon an arbitrator or to obtain such a commitment within the ten (10) day period, a request for a list of arbitrators may be made to the American Arbitration Association by either party. The parties will be bound by the rules and procedures of the American Arbitration Association. C. Neither party shall be permitted to assert in the arbitration proceedings any evidence which was not submitted to the other party before the completion of the Step 3 meetings. D. The arbitrator selected will confer with the representatives of the Superintendent and the Association and hold hearings promptly and will issue his/her decision not later than thirty (30) days from the date of the close of the hearings or, if oral hearings have been waived, then from the date the final determination if (i) statement and proofs are submitted to him/her. The arbitrator's decision will be in writing and will set forth his/her findings of fact, reasoning, and conclusions on the case issues submitted. The arbitrator will be without power of authority to make any decision which requires the commission of an arbitration prior to a Change in Control, the Executive does not prevail on a majority act prohibited by law or which is violative of the material issues in the dispute, or (ii) in the case terms of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the disputethis Agreement. The amount decision of the arbitrator will be submitted to the Board and the Association and will be final and binding upon the parties. E. The costs for the services of the arbitrator, including per diem expenses, if any, and his/her travel and subsistence expenses and the cost of any hearing room will be borne equally by the Board and the Association. All other costs eligible for payment under this Section 13.01 during a calendar year will not affect be borne by the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearparty incurring them.

Binding Arbitration. The parties hereby agree thatthat if a dispute arises regarding the interpretation or enforcement of the Purchase and Sales Agreement, except as provided in Articles 9 and 10 abovethe Warranty, or any disputes under this Agreement matter relating to the construction of the home, said dispute shall be settled exclusively by arbitration conducted in Winston-Salembinding arbitration. These disputes include but are not limited to: (1) any pre or post closing or construction disputes, North Carolina. Except (2) complaints; (3) unresolved warranty issues, (4) disputes as to events, representations, or omissions which predate the Purchase and Sales Agreement; (5) other action performed or to be performed by the Builder pursuant to the extent inconsistent with Purchase and Sales Agreement or the Warranty; (6) as to repairs or warranty claims arising during the term of the Warranty; and/or (7) as to the cost to repair or replace any defect covered by the Warranty (collectively, an “unresolved dispute”). Such arbitration shall be submitted to and governed by the procedures of the Commercial Rules of the American Arbitration Association and RCW 7.04 et. seq. You commence the arbitration process by giving the Builder written notice of your demand for Arbitration of an unresolved dispute. The dispute will be submitted to the American Arbitration Association, or such other independent arbitration service as is agreeable to XXXX XXXXXXXXX CONSTRUCTION LLC and you (herein referred to as Arbitrator) within 20 days after XXXX XXXXXXXXX CONSTRUCTION LLC has received your notice of demand for Arbitration. If you submit a demand for Arbitration, you must pay the Arbitrator’s filing fee prior to the matter being referred to the Arbitrator. The Arbitrator shall have the power to award the cost of this Agreement, such arbitration fee to you or to split it among the parties to the Arbitration. The Arbitration shall be conducted in accordance with the National Rules Arbitrator’s rules and regulations to the extent that they are not in conflict with RCW 7.04 et. seq. Notwithstanding anything to the contrary herein, the arbitration proceedings contemplated herein shall be considered a judicial proceeding, civil action or other “action” for the Resolution purposes of Employment Disputes applying any applicable statutes of limitations or other limitation on civil actions as set forth under Washington law, including but not limited to RCW 4.16 et. seq., RCW 64.50 et. seq., 64.55 et. seq., as they may apply to the American Arbitration Association then in effect at disputes covered by this Section 2 (as such applicable periods of limitation may be further modified or restricted by this Agreement) Either party may, within one year after an arbitration award, apply to the time King County Superior Court for the State of Washington, to confirm the award. The forwarding of a written demand for arbitration shall toll the running of any applicable statue of limitations for the matter to be arbitrated. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL PARTIES. The builder shall have 60 days after receipt of the arbitration award in which to comply with the arbitrator’s decision. Repairs will be commenced as soon as possible and otherwise in accordance will be completed within 60 days with principles which the exception of any seasonal repairs or items that would be applied by a court of law or equityreasonably take more than 60 days to complete. The arbitrator shall be acceptable to both Builder will complete such repairs or replacement with diligence but without the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel necessity of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators incurring overtime or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearweekend expenses.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his her beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his her costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. The parties agree that(a) Any Dispute not resolved pursuant to Section 4.2 or 4.3 shall, except at the written request of any Party (an “Arbitration Demand Notice”), be submitted to binding arbitration in accordance with this Section 4.4. If either Party shall deliver an Arbitration Demand Notice, the other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related Dispute without the requirement of first delivering a Dispute Notice as provided in Articles 9 and 10 abovecontemplated by Section 4.2 or a Mediation Request as contemplated by Section 4.3. Subject to Section 4.5, any disputes under upon delivery of an Arbitration Demand Notice pursuant to this Agreement Section 4.4, the Dispute shall be decided in accordance with this Section 4.4. (b) Any Dispute resolved pursuant to this Section 4.4 shall be finally settled exclusively by arbitration conducted in Winston-Salemunder the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Rules”); provided, North Carolina. Except however, that to the extent inconsistent with that the provisions of this AgreementAgreement and the SCC Rules conflict, such the provisions of this Agreement (including this Article IV) shall govern. In addition to the SCC Rules, the Parties agree that the arbitration shall be conducted according to the IBA Rules on the Taking of Evidence in accordance International Arbitration. (c) Unless otherwise agreed to by the Parties in writing, any Dispute to be decided in arbitration hereunder shall be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000; or (ii) by an arbitral tribunal of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, is equal to or greater than $10,000,000. Any arbitrator selected pursuant to this Section 4.4 shall be neutral and disinterested with the National Rules for the Resolution of Employment Disputes respect to each of the American Arbitration Association then in effect at Parties and the time subject matter of the Dispute. (d) The language of the arbitration shall be English. The place of arbitration shall be Stockholm, Sweden. Unless otherwise agreed to by the Parties in writing, the Parties shall conduct the arbitration as quickly as is reasonably practicable and otherwise shall use commercially reasonable efforts to ensure that the time between the date on which the sole arbitrator is confirmed or the arbitral tribunal is constituted, as the case may be, and the date of the commencement of the evidentiary hearing does not exceed one-hundred and eighty (180) days. Failure to meet the foregoing timeline will not render the award invalid, unenforceable or subject to annulment. (e) The sole arbitrator or arbitral tribunal shall not award any relief not specifically requested by the Parties and, in accordance with principles which would be applied any event, shall not award any special, consequential, indirect, reputational, and/or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of law competent jurisdiction in connection with a Third Party Claim (and, in such a case, only to the extent awarded in such Third Party Claim). (f) The agreement to arbitrate any Dispute set forth in this Section 4.4 shall continue in full force and effect subsequent to, and notwithstanding the completion, expiration or equitytermination of, this Agreement. (g) Any arbitration award shall be an award with a holding in favor of or against a Party and shall include findings as to facts, issues or conclusions of law, and shall include a statement of the reasoning on which the award rests. The arbitrator shall award must also be acceptable in adequate form so that a judgment of a court may be entered thereupon. (h) Without prejudice to both this binding arbitration agreement, each Party irrevocably and unconditionally submits, for itself and its property, to the Companies nonexclusive jurisdiction of the courts of the State of New York and the Executive. If federal courts sitting within the parties cannot agree on an acceptable arbitrator, State of New York in connection with any post-award proceedings or court proceedings in aid of arbitration that are authorized by the dispute shall be decided by a panel of three arbitrators, one appointed by each Federal Arbitration Act (9 U.S.C. §§ 1-16) or Article 75 of the parties New York Civil Practice Law and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration AssociationRules. The costs Parties waive all objections that they may have at any time to the laying of arbitration incurred by venue of any Actions brought in such courts, waive any claim that such Actions have been brought in an inconvenient forum and further waive the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior right to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputeobject with respect to such Actions that any such court does not have jurisdiction over such Party. Judgment upon the final award any awards rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if . (i) The sole arbitrator or arbitral tribunal shall have full power and authority to determine issues of arbitrability. It is the intent of the Parties that the agreement to arbitrate any Dispute set forth in this Section 4.4 shall be interpreted and applied broadly such that all reasonable doubts as to arbitrability of a Dispute shall be decided in favor of arbitration. (j) The sole arbitrator or arbitral tribunal shall award to the prevailing Party, if any, the costs of the arbitrator or tribunal, expert witness fees, and attorneys’ fees reasonably incurred by such prevailing Party or its Affiliates in connection with the arbitration. (k) If a Party fails or refuses to appear at and participate in an arbitration hearing after due notice, the sole arbitrator or arbitral tribunal may hear and determine the controversy upon evidence produced by the appearing Party. Any decision rendered under such circumstances shall be as valid and enforceable as if the Parties had appeared and participated fully at all stages. (l) The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the case of an arbitration prior to a Change in Control, proceedings created for the Executive does not prevail on a majority purpose of the material issues arbitration and all other documents produced by another Party in the dispute, or (ii) proceedings not otherwise in the case public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an arbitration after award in legal proceedings before a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any court or other taxable yearjudicial authority.

Binding Arbitration. The parties agree that, except Except as provided in Articles 9 and 10 abovethis Section, any disputes under dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, shall be submitted to and settled exclusively by binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of administered by the American Arbitration Association then in effect at (“AAA”) under its Commercial Arbitration Rules (the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute“Rules”). Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. Following Notwithstanding the final determination of the dispute in which, based on the outcome of the disputethen-current Rules, the Executive isfollowing shall apply with respect to arbitration proceedings, unless expressly agreed to otherwise by the Parties: A. The arbitration proceeding shall be held in Hall County, Georgia. The arbitration shall be conducted by a single arbitrator selected in accordance with the Rules. B. The arbitrator shall be and remain at all times wholly independent and impartial. C. The administrative costs of the arbitration proceeding and the arbitrator’s compensation shall be allocated equally between the Parties by the AAA. The arbitrator shall award to the prevailing Party, if any, as determined by the arbitrator, all fees, expenses, and costs. If the arbitrator shall award to the prevailing party such party’s fees, expenses and costs, the non-prevailing party shall pay such amounts within thirty (30) days after any final judgment or decision of the arbitration proceeding. “Fees, expenses, and costs” mean all reasonable pre-award expenses of the arbitration, including without limitation the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, witness fees, and attorneys’ fees and expenses. D. The decision of the arbitrator shall be in writing, and shall be final and binding upon the Parties. E. It is the Parties’ intent that the arbitration process proceed as quickly as possible. Accordingly, the Party filing the demand for arbitration (the claimant) shall submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after the AAA notifies the Parties of the appointment of the arbitrator. The respondent shall submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after receiving the claimant’s statement of position and documents. If the respondent includes a counterclaim against the claimant, the claimant shall submit a statement of its position on that counterclaim, along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after receiving the claimant’s statement of position and documents. Each Party shall have the right to take one deposition of the other. No further discovery shall be allowed. A Party will not be allowed to introduce documents into evidence at the hearing unless they were provided to the other Party with its statement of position, as described above. In order to be considered timely submitted, the submission must be delivered by hand delivery on the date it is due, or dispatched via a recognized overnight delivery service the day before the submission is due, in such manner that it is reasonable to expect that delivery will be made on the due date. All such submissions shall simultaneously be filed with the arbitrator. F. The arbitration hearing shall be held within 20 business days after the date the last statement of position is submitted or was due to be submitted. The arbitrator shall render his or her award within 10 business days after conclusion of the hearing. The arbitrator shall agree to comply with this schedule before accepting appointment. However, the time limits set forth in paragraphs E and F of this Section 13.01, entitled to have his costs borne 24 may be extended by agreement of the Parties or by the Companies, arbitrator if the Companies arbitrator deems such extension to be necessary. G. The arbitrator shall pay all such reasonable costs not have the authority to award punitive damages. H. Any claim or action must be brought within ten (10) days following written demand therefor (supported by documentation one year after the cause of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurredaction accrues. Notwithstanding the foregoingforegoing provisions of this Section, the Parties hereto acknowledge and agree that the Company shall have the right to pursue any claim for specific performance, injunction, or other equitable relief in a court of competent jurisdiction (before or during the pendency of any arbitration, or otherwise) in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount alleged breach of any costs eligible for payment under provision in Sections 7, 8 or 9 of this Section 13.01 in any other taxable year.Agreement. Approved: Executive: (Initial) Company: (Initial)

Binding Arbitration. The parties hereby agree thatthat if a dispute arises regarding the interpretation or enforcement of the Purchase and Sales Agreement, except as provided in Articles 9 and 10 abovethe Warranty, or any disputes under this Agreement matter relating to the construction of the home, said dispute shall be settled exclusively by arbitration conducted in Winston-Salembinding arbitration. These disputes include but are not limited to: (1) any pre or post closing or construction disputes, North Carolina. Except (2) complaints; (3) unresolved warranty issues, (4) disputes as to events, representations, or omissions which predate the Purchase and Sales Agreement; (5) other action performed or to be performed by the Builder pursuant to the extent inconsistent with Purchase and Sales Agreement or the Warranty; (6) as to repairs or warranty claims arising during the term of the Warranty; and/or (7) as to the cost to repair or replace any defect covered by the Warranty (collectively, an “unresolved dispute”). Such arbitration shall be submitted to and governed by the procedures of the Commercial Rules of the American Arbitration Association and RCW 7.04 et. seq. You commence the arbitration process by giving the Builder written notice of your demand for Arbitration of an unresolved dispute. The dispute will be submitted to the American Arbitration Association, or such other independent arbitration service as is agreeable to XXXXX XXXXXXXXX CONSTRUCTION LLC and you (herein referred to as Arbitrator) within 20 days after XXXXX XXXXXXXXX CONSTRUCTION LLC has received your notice of demand for Arbitration. If you submit a demand for Arbitration, you must pay the Arbitrator’s filing fee prior to the matter being referred to the Arbitrator. The Arbitrator shall have the power to award the cost of this Agreement, such arbitration fee to you or to split it among the parties to the Arbitration. The Arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration Arbitrator’s rules and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior regulations to the end of the calendar year following the calendar year extent that they are not in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.conflict with RCW

Binding Arbitration. The parties agree that(a) In the event the Parties cannot resolve the Dispute pursuant to Section 17.2, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively either Party may submit the Dispute to binding arbitration administered by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted American Arbitration Association in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs All procedural aspects of this agreement to arbitrate, including the construction and interpretation of this agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses as to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the United States Arbitration Act, 9 U.S.C. §§ 1-16. Either Party may invoke binding arbitration incurred by written notice to the other. Unless otherwise agreed upon by the Executive Parties, the arbitration shall be held in Denver, Colorado. The Parties shall mutually agree on one (or his beneficiaries1) will neutral and independent arbitrator. If the Parties cannot agree on one (1) arbitrator within thirty (30) Days from the date on which the notice invoking arbitration is given, the American Arbitration Association shall be borne empowered to appoint the single, independent arbitrator from a list of three to be provided by the Companies American Arbitration Association with each Party striking one name from the list. The arbitrator must be a lawyer licensed to practice in the State of New York and shall be qualified by at least ten (including10) years’ of legal experience in the energy industry (with at least three (3) years’ experience in the oil, without limitationgas, reasonable attorneys’ fees or renewable fuels industry). The hearing shall be held within ninety (90) Days after appointment of the arbitrator, and the arbitrator shall promptly render a decision promptly thereafter. The Parties agree to cooperate fully with the arbitrator in order to meet the time schedule for decision and agree that an award may be entered against any party failing to so cooperate. The arbitrator shall not have the authority to award punitive damages under any circumstances (whether it be exemplary damages, treble damages, consequential damages, or any other reasonable charges penalty or punitive type of counseldamages) (a) if regardless of whether such damages may be available under any law, as the arbitration occurs prior to a Change in ControlParties have waived their rights, if the Executive prevails on a majority of the material issues any, to recover such damages in the dispute, and connection with any such dispute pursuant to Article 16. (b) if The arbitrator’s decision, including the arbitration occurs after a Change in Controlfinding of facts and his/her conclusions of law shall be final, if conclusive, and binding upon the Executive prevails on at least one material issue in the disputeParties. Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court in the State of Colorado having jurisdiction thereofpursuant to the Colorado Dispute Resolution Act, C.R.S. 00-00-000 et seq., without the right of appeal. Following The Parties hereby irrevocably waive their right to any form of appeal, review or recourse to any court or other judicial authority. Further, the final determination Parties hereby consent to the jurisdiction of the dispute in which, based on the outcome courts of the disputeState of Colorado and waive any defenses they may have regarding jurisdiction. (c) The arbitrator is authorized to take any interim measures as the arbitrator considers or arbitrators consider necessary, including the making of interim orders or awards or partial final awards. An interim order or award may be enforced in the same manner as a final award. Further, the Executive is, arbitrator is authorized to make pre- or post-award interest at the interest rate specified in accordance with this Section 13.01, entitled 9.4. (d) The Parties agree that any Dispute and any negotiations and arbitration proceedings between the Parties in relation to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment any Dispute shall be made no later than on confidential and will not be disclosed to any Third Party. The Parties further agree that any information, documents or prior materials produced for the purposes of, or used in, negotiations, mediation or arbitration of any Dispute shall be confidential and will not be disclosed to the end of the calendar year following the calendar year in which the costs are incurredany Third Party. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, Parties agree that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if disclosure may be made: (i) in order to enforce any of the case provisions of an arbitration prior to a Change in Controlthis Agreement including without limitation, the Executive does not prevail on a majority of the material issues in the disputeagreement to arbitrate, any arbitration order or award and any court judgment; (ii) to the auditors, legal advisers, insurers and affiliates of that Party to whom the confidentiality obligations set out in this Agreement shall extend; (iii) where that Party is under a legal or regulatory obligation to make such disclosure, but limited to the case extent of an that legal obligation; or (iv) with the prior written consent of the other Party. The arbitrator shall execute a writing agreeing to be bound by the provisions of this Section 17.3. (e) The costs and expenses of the arbitration after (including reasonable attorneys’ fees) shall be borne by the losing Party, unless the arbitrator determines that it would be manifestly unfair to honor this agreement of the Parties and determine a Change in Controldifferent allocation of costs. The prevailing Party shall be awarded its reasonable attorneys’ fees and costs. (f) Pending final resolution of any Dispute, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment Parties shall continue to perform their respective obligations under this Section 13.01 during a calendar year will Agreement that are not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearDispute.

Binding Arbitration. The parties agree that, except Except as provided in Articles 9 and 10 abovethis section, any disputes under dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, shall be submitted to and settled exclusively by binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of administered by the American Arbitration Association then in effect at ("AAA") under its Commercial Arbitration Rules (the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute"Rules"). Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. Following Notwithstanding the final determination of the dispute in which, based on the outcome of the disputethen-current Rules, the Executive isfollowing shall apply with respect to arbitration proceedings, unless expressly agreed to otherwise by the parties: A. The arbitration proceeding shall be held in Gwinnett County, Georgia. The arbitration shall be conducted by a single arbitrator selected in accordance with this Section 13.01, entitled to have his the Rules. B. The arbitrator shall be and remain at all times wholly independent and impartial. C. The administrative costs borne of the arbitration proceeding and the arbitrator's compensation shall be allocated equally between the parties by the CompaniesAAA. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all fees, expenses, and costs. "Fees, expenses, and costs" mean all reasonable pre-award expenses of the arbitration, including without limitation the arbitrator's fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, witness fees, and attorneys' fees and expenses. D. The decision of the arbitrator shall be in writing, and shall be final and binding upon the parties. E. It is the parties' intent that the arbitration process proceed as quickly as possible. Accordingly, the Companies party filing the demand for arbitration (the claimant) shall pay submit a statement of its position along with all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by supporting documents and all other documents that it intends to introduce into evidence at the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies hearing within ten (10) business days following after the final determination AAA notifies the parties of the appointment of the arbitrator. The respondent shall submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within ten (10) business days after receiving the claimant's statement of position and documents. If the respondent includes a counterclaim against the claimant, the claimant shall submit a statement of its position on that counterclaim, along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within ten (10) business days after receiving the claimant's statement of position and documents. Each party shall have the right to take one deposition of the other. No further discovery shall be allowed. A party will not be allowed to introduce documents into evidence at the hearing unless they were provided to the other party with its statement of position, as described above. In order to be considered timely submitted, the submission must be delivered by hand delivery on the date it is due, or dispatched via a recognized overnight delivery service the day before the submission is due, in such manner that it is reasonable to expect that delivery will be made on the due date. All such submissions shall simultaneously be filed with the arbitrator. F. The arbitration hearing shall be held within twenty (20) business days after the date the last statement of position is submitted or was due to be submitted. The arbitrator shall render his or her award within ten (10) business days after conclusion of the hearing. The arbitrator shall agree to comply with this schedule before accepting appointment. However, the time limits set forth in paragraphs E and G of this section 26 may be extended by agreement of the parties or by the arbitrator if the arbitrator deems such extension to be necessary. G. The arbitrator shall not have the authority to award punitive damages. H. Any claim or action must be brought within one (i1) year after the cause of action accrues. Notwithstanding the foregoing provisions of this Section, the parties hereto acknowledge and agree that the Company shall have the right to pursue any claim for specific performance, injunction, or other equitable relief in a court of competent jurisdiction (before or during the pendency of any arbitration, or otherwise) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount event of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount alleged breach of any costs eligible for payment under provision in Sections 7, 8 or 9 of this Section 13.01 in any other taxable yearAgreement.

Binding Arbitration. The parties agree that, except Except as provided in Articles 9 and 10 abovethis section, any disputes under dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, shall be submitted to and settled exclusively by binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of administered by the American Arbitration Association then in effect at ("AAA") under its Commercial Arbitration Rules (the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute"Rules"). Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. Following Notwithstanding the final determination of the dispute in which, based on the outcome of the disputethen-current Rules, the Executive isfollowing shall apply with respect to arbitration proceedings, unless expressly agreed to otherwise by the parties: A. The arbitration proceeding shall be held in Gwinnett County, Georgia. The arbitration shall be conducted by a single arbitrator selected in accordance with this Section 13.01, entitled to have his the Rules. B. The arbitrator shall be and remain at all times wholly independent and impartial. C. The administrative costs borne of the arbitration proceeding and the arbitrator's compensation shall be allocated equally between the parties by the CompaniesAAA. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all fees, expenses, and costs. "Fees, expenses, and costs" mean all reasonable pre-award expenses of the arbitration, including without limitation the arbitrator's fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, witness fees, and attorneys' fees and expenses. D. The decision of the arbitrator shall be in writing, and shall be final and binding upon the parties. E. It is the parties' intent that the arbitration process proceed as quickly as possible. Accordingly, the Companies party filing the demand for arbitration (the claimant) shall pay submit a statement of its position along with all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by supporting documents and all other documents that it intends to introduce into evidence at the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies hearing within ten (10) business days following after the final determination AAA notifies the parties of the appointment of the arbitrator. The respondent shall submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within ten (10) business days after receiving the claimant's statement of position and documents. If the respondent includes a counterclaim against the claimant, the claimant shall submit a statement of its position on that counterclaim, along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within ten (10) business days after receiving the claimant's statement of position and documents. Each party shall have the right to take one deposition of the other. No further discovery shall be allowed. A party will not be allowed to introduce documents into evidence at the hearing unless they were provided to the other party with its statement of position, as described above. In order to be considered timely submitted, the submission must be delivered by hand delivery on the date it is due, or dispatched via a recognized overnight delivery service the day before the submission is due, in such manner that it is reasonable to expect that delivery will be made on the due date. All such submissions shall simultaneously be filed with the arbitrator. F. The arbitration hearing shall be held within twenty (20) business days after the date the last statement of position is submitted or was due to be submitted. The arbitrator shall render his or her award within ten (10) business days after conclusion of the hearing. The arbitrator shall agree to comply with this schedule before accepting appointment. However, the time limits set forth in paragraphs E and G of this section 26 may be extended by agreement of the parties or by the arbitrator if the arbitrator deems such extension to be necessary. G. The arbitrator shall not have the authority to award punitive damages. H. Any claim or action must be brought within one (i1) year after the cause of action accrues. Notwithstanding the foregoing provisions of this Section, the parties hereto acknowledge and agree that the Company shall have the right to pursue any claim for specific performance, injunction, or other equitable relief in a court of competent jurisdiction (before or during the pendency of any arbitration, or otherwise) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount event of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount alleged breach of any costs eligible for payment under provision in Sections 7, 8 or 9 of this Section 13.01 in any other taxable yearAgreement.

Binding Arbitration. The parties agree thatAny dispute which cannot be amicably resolved by the Parties within thirty (30) days after both Parties become aware of the claim, except as provided in Articles 9 and 10 abovedispute or contested matter (collectively, any disputes under this Agreement shall a "Dispute") may be settled exclusively submitted, by either Party, to binding, confidential arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National then current Commercial Rules for the Resolution of Employment Disputes of the American Arbitration Association (excluding rules governing the payment of arbitration, administrative, or other fees or expenses to the Arbitrator or the association), to the extent that such Rules do not conflict with the terms of the this Agreement. Any arbitration conducted under this Article 11 shall be heard by a sole arbitrator selected by the Parties if the amount in controversy is less than Three Million Dollars ($3,000,000.00), or a panel of three arbitrators, if the amount in controversy is equal to or greater than Three Million Dollars ($3,000,000.00). The decision of the Arbitrator (which shall be rendered in writing) shall be final, nonappealable, and binding upon the Parties and may be enforced in any court of competent jurisdiction. The prevailing party in such arbitration shall be entitled to an award of reasonable attorneys' fees, costs and expert witness fees in such amount as the arbitrator determines is appropriate. If arbitration is to be presided by a sole arbitrator, then the Party that submits a Dispute to arbitration shall designate a proposed arbitrator in effect at its arbitration notice. If the time other Party objects to such proposed arbitrator, it may, on or before the tenth (10th) business day following delivery of the arbitration and otherwise in accordance with principles which would be applied by a court notice, notify the other Party of law or equitysuch objection. The arbitrator Parties shall be attempt to agree upon a mutually acceptable to both the Companies and the Executivearbitrator. If they are unable to do so within twenty (20) business days following delivery of the parties cannot agree on an acceptable objection notice described in the immediately-preceding sentence, either Party may petition the Judicial Arbitration and Mediation Services to designate the arbitrator, the dispute shall . If arbitration is to be decided presided by a panel of three arbitrators, one appointed by then each of the parties Party shall designate an arbitrator and the selected arbitrators shall designate a third appointed by arbitrator to fill the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearpanel.

Binding Arbitration. The (a) Any controversies, disputes, actions, causes of action or other claims between the parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except arising out of or relating to the extent inconsistent with this Agreement, such arbitration or the breach, termination or validity hereof, or any other matters related thereto (a “Controversy”), whether during the term of this Agreement or otherwise, which are not resolved by mutual agreement within forty-five (45) days of first written notification by one party to the other parties of the existence of the Controversy (which notification must set forth in reasonable detail the specific points in dispute) shall be conducted finally settled by arbitration before a neutral arbitrator in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity(modified only as herein expressly provided). The arbitrator shall be acceptable experienced with regard to both commercial disputes of the Companies and type for which arbitration is being sought. The arbitration shall be before one arbitrator mutually agreed upon by the Executiveparties. If In the event the parties cannot agree on reach agreement upon an acceptable arbitrator, the dispute an arbitrator shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if Director of the two arbitrators do not agreeWashington, appointed by D.C., office of AAA. Each party must continue to perform their respective obligations under this Agreement despite the American Arbitration Associationexistence of the Controversy. The costs of parties agree that the arbitration incurred by the Executive (or his beneficiaries) will be borne by held in Washington, D.C., or in such other place as the Companies (including, without limitation, reasonable attorneys’ fees parties may mutually agree upon. The arbitration will be held in accordance with and other reasonable charges subject to the procedural rules and applicable requirements and procedures of counsel) (a) if the District of Columbia. The arbitrator may enter a default decision against any party who fails to participate in the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority proceedings. The decision of the material issues arbitrator on the points in dispute with respect to such Controversy will be final, non-appealable and binding and judgment on the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following The parties agree that this clause has been included to rapidly and inexpensively resolve any Controversy, and that this clause shall be grounds for dismissal of any court action commenced by any party arising out of or relating to this Agreement or the final determination of the dispute breach, termination or validity hereof or any other matters relating thereto; provided that nothing in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled 13 shall limit any party’s right to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if bring (i) in the case of post-arbitration actions seeking to enforce an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, award or (ii) actions seeking injunctive or other similar relief in the case event of an arbitration after the breach or threatened breach of any of the provisions of this Agreement. The parties shall keep confidential, and shall not disclose to any person (except (A) to the extent required by law, and (B) for disclosure to those employees and agents of any such party who have a Change in Controlneed to know and who have been advised of their obligations of confidentiality and non-disclosure hereunder), the Executive does not prevail on at least one material issue existence of any Controversy hereunder, the referral of any such Controversy to arbitration or the status or resolution thereof. (b) The parties hereto agree that the party or parties which are principally prevailing in any such Controversy shall be entitled to full reimbursement of all out-of-pocket costs incurred by such prevailing party and its affiliates in connection with such Controversy (including reimbursement of all reasonable attorneys’ fees and expenses) and the arbitrator is hereby empowered to include such reimbursement in any award or determination. In the event that there is no party which is principally prevailing in any such Controversy, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of the parties as the arbitrator deems appropriate, and in the dispute. The amount absence of any costs eligible such apportionment, the fees and expenses of the arbitrator will be borne equally by all parties involved in such arbitration, and each party will bear the fees and expenses of its own attorney. (c) With respect to any action or proceeding which a successful party to the arbitration may wish to bring to enforce any arbitral award or to seek injunctive or other similar relief in the event of the breach or threatened breach of this Agreement, each party irrevocably and unconditionally (and without limitation): (i) submits to and accepts, for payment under this Section 13.01 during a calendar year itself and in respect of its assets, generally and unconditionally the non-exclusive jurisdiction of the courts of the United States and of the State of Delaware; (ii) waives any objection it may have now or in the future that such action or proceeding has been brought in an inconvenient forum; (iii) agrees that in any such action or proceeding it will not affect raise, rely on or claim any immunity (including, without limitation, from suit, judgment, attachment before judgment or otherwise, execution or other enforcement); (iv) waives any right of immunity which it has or its assets may have at any time; and (v) consents generally to the amount giving of any costs eligible for payment under this Section 13.01 relief or the issue of any process in connection with any other taxable yearsuch action or proceeding including, without limitation, the making, enforcement or execution of any order or judgment against any of its property.

Binding Arbitration. The parties agree that, except Except as provided in Articles 9 and 10 abovethis section, any disputes under dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, shall be submitted to and settled exclusively by binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of administered by the American Arbitration Association then in effect at ("AAA") under its Commercial Arbitration Rules (the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute"Rules"). Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. Following Notwithstanding the final determination of the dispute in which, based on the outcome of the disputethen-current Rules, the Executive isfollowing shall apply with respect to arbitration proceedings, unless expressly agreed to otherwise by the parties: A. The arbitration proceeding shall be held in Gwinnett County, Georgia. The arbitration shall be conducted by a single arbitrator selected in accordance with this Section 13.01, entitled to have his the Rules. B. The arbitrator shall be and remain at all times wholly independent and impartial. C. The administrative costs borne of the arbitration proceeding and the arbitrator's compensation shall be allocated equally between the parties by the CompaniesAAA. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all fees, expenses, and costs. "Fees, expenses, and costs" mean all reasonable pre-award expenses of the arbitration, including without limitation the arbitrator's fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, witness fees, and attorneys' fees and expenses. D. The decision of the arbitrator shall be in writing, and shall be final and binding upon the parties. E. It is the parties' intent that the arbitration process proceed as quickly as possible. Accordingly, the Companies party filing the demand for arbitration (the claimant) shall pay submit a statement of its position along with all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by supporting documents and all other documents that it intends to introduce into evidence at the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies hearing within ten (10) business days following after the final determination AAA notifies the parties of the appointment of the arbitrator. The respondent shall submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within ten (10) business days after receiving the claimant's statement of position and documents. If the respondent includes a counterclaim against the claimant, the claimant shall submit a statement of its position on that counterclaim, along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within ten (10) business days after receiving the claimant's statement of position and documents. Each party shall have the right to take one deposition of the other. No further discovery shall be allowed. A party will not be allowed to introduce documents into evidence at the hearing unless they were provided to the other party with its statement of position, as described above. In order to be considered timely Executive Employment Agreement submitted, the submission must be delivered by hand delivery on the date it is due, or dispatched via a recognized overnight delivery service the day before the submission is due, in such manner that it is reasonable to expect that delivery will be made on the due date. All such submissions shall simultaneously be filed with the arbitrator. F. The arbitration hearing shall be held within twenty (20) business days after the date the last statement of position is submitted or was due to be submitted. The arbitrator shall render his or her award within ten (10) business days after conclusion of the hearing. The arbitrator shall agree to comply with this schedule before accepting appointment. However, the time limits set forth in paragraphs E and G of this section 26 may be extended by agreement of the parties or by the arbitrator if the arbitrator deems such extension to be necessary. G. The arbitrator shall not have the authority to award punitive damages. H. Any claim or action must be brought within one (i1) year after the cause of action accrues. Notwithstanding the foregoing provisions of this Section, the parties hereto acknowledge and agree that the Company shall have the right to pursue any claim for specific performance, injunction, or other equitable relief in a court of competent jurisdiction (before or during the pendency of any arbitration, or otherwise) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount event of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount alleged breach of any costs eligible for payment under provision in Sections 7, 8 or 9 of this Section 13.01 in any other taxable yearAgreement.

Binding Arbitration. (a) The parties Parties agree thatthat when any claim or controversy that arises out of, except as provided in Articles 9 and 10 aboveor relates to, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, or the breach thereof arises, in lieu of litigation, they shall submit such arbitration shall claim, dispute, controversy, difference, or question to be conducted finally settled under Rule 28, the “Final Offer for Baseball Arbitration Option,” of the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Service (“JAMS”) by an arbitral tribunal composed of one arbitrator, who must be experienced in relevant corporate transactions, appointed by agreement of the Parties in accordance with said Rules. In the National Rules for event the Resolution Parties fail to agree upon an arbitrator from the first list of Employment Disputes potential arbitrators proposed by the JAMS, then JAMS will submit a second list of potential arbitrators in accordance with said Rules. In the American Arbitration Association then event the Parties shall have failed to agree upon an arbitrator from said second list, the arbitrator to be selected shall be appointed by the JAMS in effect accordance with said Rules. If, at the time of the arbitration and otherwise arbitration, the Parties agree in writing to submit the dispute to a single arbitrator, said single arbitrator shall be appointed by agreement of the Parties in accordance with principles which would be applied the foregoing procedure, or, failing such agreement, by a the JAMS in accordance with said Rules. Any Party may commence the foregoing arbitration proceedings by notice to the other Party. (b) Each of the Parties hereby irrevocably and unconditionally waives their right to file claims in any court of law or equityequity (other than to enforce the award of the arbitrator) for any and all disputes arising out or from or relating to the transaction contemplated by this Agreement. Each of the Parties unconditionally consents to submit any and all such disputes to the exclusive jurisdiction of JAMS. The arbitrator venue of such arbitration shall be acceptable Boston, Massachusetts. (c) The Parties hereby exclude and waive any right of appeal to both any court on the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel merits of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon The provisions of this Section 14.12 may be enforced in any court having jurisdiction over the final award rendered by such arbitrator(sor any of the Parties or any of their respective assets, and judgment on the award (including equitable remedies) granted in any arbitration hereunder may be entered in any court having jurisdiction thereofsuch court. (d) In the event of a dispute between the Parties hereunder, Seller, on the one hand, and Buyer, on the other hand, shall each present an offer of settlement, which shall address all issues in dispute such that adoption of such offer of settlement would conclusively settle all items then in dispute. Following the final determination The arbitral tribunal shall be limited in its decision to choosing one of the dispute in which, based two offers of settlement presented to it. The decision of the arbitral tribunal shall be final and binding on the outcome Parties and non-appealable. The Party whose offer of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne settlement is not chosen by the Companies, the Companies arbitral tribunal shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end reasonable expenses of the calendar year following arbitration, including the calendar year in which the reasonable attorney fees and other costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after related to such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearproceeding.

Binding Arbitration. The parties agree that, except Except as provided in Articles 9 and 10 abovethis section, any disputes under dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, shall be submitted to and settled exclusively by binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of administered by the American Arbitration Association then in effect at ("AAA") under its Commercial Arbitration Rules (the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute"Rules"). Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. Following Notwithstanding the final determination of the dispute in which, based on the outcome of the disputethen-current Rules, the Executive isfollowing shall apply with respect to arbitration proceedings, unless expressly agreed to otherwise by the parties: A. The arbitration proceeding shall be held in Jackson County, Georgia. The arbitration shall be conducted bx x xxxgle arbitrator selected in accordance with this Section 13.01, entitled to have his the Rules. B. The arbitrator shall be and remain at all times wholly independent and impartial. C. The administrative costs borne of the arbitration proceeding and the arbitrator's compensation shall be allocated equally between the parties by the CompaniesAAA. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all fees, expenses, and costs. "Fees, expenses, and costs" mean all reasonable pre-award expenses of the arbitration, including without limitation the arbitrator's fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, witness fees, and attorneys' fees and expenses. D. The decision of the arbitrator shall be in writing, and shall be final and binding upon the parties. E. It is the parties' intent that the arbitration process proceed as quickly as possible. Accordingly, the Companies party filing the demand for arbitration (the claimant) shall pay submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after the AAA notifies the parties of the appointment of the arbitrator. The respondent shall submit a statement of its position along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after receiving the claimant's statement of position and documents. If the respondent includes a counterclaim against the claimant, the claimant shall submit a statement of its position on that counterclaim, along with all supporting documents and all other documents that it intends to introduce into evidence at the hearing within 10 business days after receiving the claimant's statement of position and documents. Each party shall have the right to take one deposition of the other. No further discovery shall be allowed. A party will not be allowed to introduce documents into evidence at the hearing unless they were provided to the other party with its statement of Executive Employment Agreement 10 position, as described above. In order to be considered timely submitted, the submission must be delivered by hand delivery on the date it is due, or dispatched via a recognized overnight delivery service the day before the submission is due, in such manner that it is reasonable costs to expect that delivery will be made on the due date. All such submissions shall simultaneously be filed with the arbitrator. F. The arbitration hearing shall be held within ten (10) 20 business days following written demand therefor (supported after the date the last statement of position is submitted or was due to be submitted. The arbitrator shall render his or her award within 10 business days after conclusion of the hearing. The arbitrator shall agree to comply with this schedule before accepting appointment. However, the time limits set forth in paragraphs E and G of this section 26 may be extended by documentation agreement of such costs) the parties or by the Executive, and arbitrator if the Executive arbitrator deems such extension to be necessary. G. The arbitrator shall make such written demand not have the authority to award punitive damages. H. Any claim or action must be brought within sixty (60) days following one year after the final determination cause of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurredaction accrues. Notwithstanding the foregoingforegoing provisions of this Section, the parties hereto acknowledge and agree that the Company shall have the right to pursue any claim for specific performance, injunction, or other equitable relief in a court of competent jurisdiction (before or during the pendency of any arbitration, or otherwise) in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount alleged breach of any costs eligible for payment under provision in Sections 7, 8 or 9 of this Section 13.01 in any other taxable yearAgreement.

Binding Arbitration. The parties agree thatIn the event Medical Group has not made an External Review Election and mediation is not successful in resolving the dispute, except as provided in Articles 9 either BCBSTX or Medical Group may submit the dispute to final and 10 abovebinding arbitration under the commercial rules and regulations of the American Health Lawyers Association, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except subject to the extent inconsistent with this Agreement, such following: a. The arbitration shall be conducted in accordance with by a single arbitrator selected by the National Rules for the Resolution of Employment Disputes of parties from a list furnished by the American Arbitration Association then in effect at Health Lawyers Association. If the time of parties are unable to agree on an arbitrator from the arbitration and otherwise in accordance with principles which would list, the arbitrator shall be applied appointed by a court of law or equity. the American Health Lawyers Association; b. The arbitrator shall be acceptable required to both render a written decision resolving all disputes, and designating one party as the Companies and “prevailing party”; c. Except in the Executive. If the parties cannot agree on an acceptable arbitratorcase of fraud, the no arbitration decision may require any adjustment in reimbursements or payments respecting any dispute shall be decided by a panel of three arbitrators, one appointed by each involving services rendered more than eighteen (18) months prior to receipt of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. Initial Notice; d. The costs of arbitration incurred by arbitration, including the Executive (arbitrator’s fee and any reporting or his beneficiaries) will other costs, but excluding lawyers’, consultants’ and witness fees, shall be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if non-prevailing party unless the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority arbitrator determines as part of the material issues in award that such allocation is inequitable under the dispute, and (b) if totality of the arbitration occurs after a Change in Control, if circumstances. In the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of event that the dispute in which, based on arbitration concerns the outcome appropriateness of the disputeBCBSTX’s adjudications of claims, the Executive isparty challenging the adjudications shall have the initial burden of proving that there is a reasonable probability that the disputed claims adjudications were incorrect adversely to that party. When the other party reasonably determines that it is required in its defense, in accordance with this Section 13.01, entitled to have his costs borne or is required by the Companiesdiscovery process or otherwise by law, to research the Companies shall pay all basis for the adjudications of challenged claims for which such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute probability has not been made by December 20 proven, the other party shall be awarded the administrative cost for such research for each such claim that is found in the arbitration proceeding, after such research, not to have been adjudicated incorrectly adversely to the challenging party; e. The arbitration hearing will be held in one of the year following the calendar year cities, to be designated in writing by Medical Group, which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts is closest to the Companies within ten (10) business days following the final determination if (i) principal office of Medical Group, to be designated in the case of writing by Medical Group, unless BCBSTX and Medical Group mutually agree to an alternative location: Abilene, Amarillo, Austin, Corpus Christi, Dallas, El Paso, Houston, Lubbock, Lufkin, Midland-Odessa, San Xxxxxx, San Xxxxxxx, Texarkana, Waco, Wichita Falls, and Brownsville. f. Medical Group acknowledges that this arbitration prior provision precludes Medical Group from filing an action at law or in equity and from having any dispute covered by this Agreement resolved by a judge or a jury. Medical Group further acknowledges that this arbitration provision precludes Medical Group from participating in a class action filed by any other Medical Group or any other plaintiff claiming to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, represent Medical Group or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the disputeMedical Group’s interest. The amount Medical Group agrees to opt-out of any costs eligible for payment under class action filed against BCBSTX that raises claims covered by this Section 13.01 during a calendar year will Agreement to arbitrate, including, but not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearlimited to, class actions that are currently pending.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (ai) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (bii) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (ia) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (iib) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. The parties agree thatAny Dispute not resolved pursuant to the provisions of Section 17.l, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by referred to arbitration conducted in Winston-Salem, North Carolinafor determination. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with such rules as may be agreed upon by the National parties, or failing agreement within twenty (20) days after arbitration is demanded, in accordance with the Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then ("AAA"), subject to any modifications contained in effect at this Agreement. The Dispute shall be determined by one (1) arbitrator, except that if the time Dispute involves an amount in excess of $1,000,000.00 (exclusive of interest and costs), three (3) arbitrators shall be appointed to decide by majority vote unless the parties agree otherwise. The arbitrator(s) shall be selected from panels maintained by the AAA unless the parties agree otherwise. The determination of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of binding upon the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following The arbitrator(s) shall base the final determination of the dispute in which, based award on the outcome of applicable law judicial precedent, which would apply if the dispute, the Executive is, Dispute were decided by a United States District Court Judge sitting in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment California. The award shall be made no later than on or prior to in writing and include the end findings of fact and conclusions of law upon which it is based unless the calendar year following the calendar year in which the costs are incurredparties agree otherwise. Notwithstanding the foregoing, no party shall be prevented from seeking injunctive relief from a court of competent jurisdiction in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after order to enforce this Agreement. Depositions may be taken and other discovery may be obtained during such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts arbitration proceedings to the Companies within ten (10same extent authorized in civil judicial proceedings. The arbitrator(s) business days following will resolve any discovery disputes. The arbitrator(s) and counsel of record will have the final determination if (i) power of subpoena process as provided by law. Arbitration fees payable to the arbitrator in the case advance of an arbitration prior award shall be paid equally by the parties to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount arbitrator(s) shall award recovery of any all costs eligible for payment under this Section 13.01 and fees (including reasonable attorneys' fees, administrative fees, arbitrator fees, costs and expenses) to the prevailing party. The 8 <PAGE> arbitrator(s) may also grant provisional or ancillary remedies including, without limitation, injunctive relief, attachment or the appointment of a receiver, either during a calendar year will not affect the amount pendency of any costs eligible for payment under this Section 13.01 the arbitration proceeding or as part of the arbitration award. The arbitration shall be governed by the substantive laws of the State of California without regard to conflicts of law rules. The arbitration proceedings shall be conducted in any other taxable yearPalm Desert, California, unless the parties agree otherwise. 18.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (ai) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (bii) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (ix) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (iiy) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable year.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any All disputes under between the Parties relating to this Agreement shall be settled exclusively by arbitration conducted in Winston-Salemsubmitted to binding arbitration, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive following provisions: (or his beneficiariesi) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within Within ten (10) days after such December 20written demand by any Party for arbitration, reimburse such reasonable costs the Parties shall select by mutual agreement a single, independent arbitrator from a list of arbitrators provided by the Denver, Colorado office of the Judicial Arbiter Group (supported by documentation of such costs) incurred in the prior taxable year; provided“JAG”), however, provided however that the Executive arbitrator shall return such amounts to not have performed professional services for any Party or any of their respective Affiliates during the Companies within ten previous five (105) business days following years. If the final determination if (i) in Parties cannot agree on the case selection of an arbitration prior to a Change in Controlarbitrator, the Executive does not prevail on a majority of the material issues in the dispute, or then an arbitrator shall be selected by JAG. (ii) The arbitration shall be governed by Delaware law but the specific procedure to be followed shall be determined by the arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Agreement. It is the intent of the Parties that the arbitration be conducted as efficiently and inexpensively as possible, with only limited discovery as determined by the arbitrator without regard to the discovery permitted under the Delaware or Federal Rules of Civil Procedure. (iii) The arbitration proceeding shall be held in Denver, Colorado and a hearing shall be held no later than sixty (60) days after submission of the matter to arbitration, and a written decision shall be rendered by the arbitrator within thirty (30) days of the hearing (iv) At the hearing, the Parties shall present such evidence and witnesses as they may choose, with or without counsel. Adherence to formal rules of evidence shall not be required but the arbitrator shall consider any evidence and testimony that he or she determines to be relevant, in accordance with procedures that it determines to be appropriate. (v) Any award entered in the case arbitration shall be made by a written opinion stating the reasons and basis for the award made, and may include an award of an arbitration after a Change reasonable attorneys’ fees, expert witness fees and other costs, if the arbitrator so determines. (vi) The costs incurred in Controlemploying the arbitrator, including the Executive does not prevail on at least one material issue in the dispute. The amount arbitrator’s retention of any costs eligible for payment under this Section 13.01 during a calendar year will not affect independent qualified experts, shall be borne 50% by Seller and 50% by the amount of any costs eligible for payment under this Section 13.01 Company. (vii) The arbitrator’s award may be filed in any other taxable yearcourt of competent jurisdiction and may be enforced by any Party as a final judgment of such court.

Binding Arbitration. The In the event of any dispute, difference or question arising out of relating to the release of the Shares, Warrants, purchase price for the Shares and Warrants, and interest thereon accruing while such amounts are deposited under the Escrow Agreement ("Dispute") between any of the parties agree thathereto ("Disputing Parties") which cannot be otherwise resolved by the Disputing Parties themselves, except as provided in Articles 9 and 10 above, any disputes under this Agreement shall the Dispute will be settled exclusively by arbitration by an arbitrator mutually acceptable to the Disputing Parties in an arbitration proceeding conducted in Winston-SalemHouston, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted Texas in accordance with the National Rules for rules existing at the Resolution of Employment Disputes date hereof of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the ExecutiveAssociation. If the parties Disputing Parties hereto cannot agree on an acceptable arbitratorarbitrator within ten (10) days of the initiation of the arbitration proceeding, the dispute an arbitrator shall be decided by a panel of three arbitrators, one appointed by each of selected for the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed Disputing Parties by the American Arbitration Association. The costs of arbitration incurred Disputing Parties shall use their best efforts to have the arbitral proceeding conclude and a judgement rendered by the Executive arbitrator within forty (or his beneficiaries40) will be borne by business days of the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges initiation of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority proceeding. The decision of the material issues in the dispute, such arbitrator shall be final and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgement upon the final award rendered by such arbitrator(s) the arbitration may be entered in any court having jurisdiction thereof. Following , and the final determination costs (including, without limitation, reasonable fees and expenses of counsel and experts for the dispute Disputing Parties) of such arbitration (including the cost to enforce or preserve the rights awarded in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs arbitration) shall be borne by the CompaniesDisputing Party whom the decision of the arbitrator is against. If the decision of the arbitrator is not clearly against one of the Disputing Parties, or the Companies shall pay all such reasonable decisions of the arbitrator is against more than one Disputing Party on one or more issues, costs within ten (10) days following written demand therefor (supported by documentation of such costs) arbitration shall be borne equally by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearDisputing Parties.

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any (a) To the extent that the Parties are unable to resolve their disputes under or controversies arising out of or relating to this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this or any Related Agreement, or the performance, breach, validity, interpretation or enforcement thereof, whether sounding in contract, tort or otherwise and whether provided by statute or common law, all such disputes, claims, demands, causes of action or controversies ("claims") will be resolved by binding arbitration shall be conducted in accordance with the National United States Arbitration Act and the Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel"AAA") (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute"Rules"), and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereof. (b) A Party may initiate arbitration by sending written notice of its intention to arbitrate to the other Party and to the AAA office located in Dallas, Texas (the "Arbitration Notice"). Following the final determination The Arbitration Notice should contain a description of the dispute and the remedy sought. The arbitration will be conducted at the offices of the AAA in whichDallas, Texas before an independent and impartial arbitrator experienced in legal matters related to the nature of the dispute and who is an attorney licensed in the State of Texas. The Parties will jointly select the arbitrator, or if the Parties are unable to agree upon an arbitrator, the arbitrator will be selected by the AAA. In no event may the demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by the outcome applicable statute of limitations or a provision of this Agreement. Discovery will be permitted to the disputeextent directed by the arbitrator. (c) Except as otherwise specifically provided herein, the Executive is, arbitration and any discovery conducted in connection therewith will be conducted in accordance with the Rules. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Section 13.01agreement to arbitrate, entitled including, but not limited to, any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. The arbitrator shall have his costs borne the authority to award injunctive and other equitable relief. The arbitrator's authority to make any award will be based on and limited by the Companieslaws of the State of Texas (excluding its conflict of laws rules) and the terms and conditions of this Agreement. The arbitrator shall issue a written decision that identifies the factual findings and principles of law upon which any award is based. The award and decision of the arbitrator shall be conclusive and binding upon all Parties and their successors and permitted assigns, and judgment upon such award may be entered in any court of competent jurisdiction. Any and all of the arbitrator's orders, decisions and awards may be enforceable in, and judgment upon any award rendered by the arbitrator may be confirmed and entered by, any federal or state court having jurisdiction. The Parties intend that this agreement to arbitrate be irrevocable. If any Party refuses to honor its obligations under this agreement to arbitrate, the Companies shall pay all such reasonable costs within ten other Parties may compel arbitration in either federal or state court. (10d) days following written demand therefor (supported Each Party understands that by documentation of such costs) agreeing to submit claims to arbitration, he or it gives up the right to seek a trial by the Executive, court or jury and the Executive shall make such written demand within sixty (60) days following the final determination right to an appeal from any errors of the dispute; provided, however, that such payment shall be made no later than on court and forgoes any and all related rights he or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment it may otherwise have under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearfederal and state laws.

Binding Arbitration. The parties agree Any Dispute relating to the IT Transition, the ATLAS Development Projects, the Preferred Stock Period or [—] (each, “Arbitrable Matter”) shall be submitted to binding arbitration in accordance with this Section 7.3(c). If an Arbitrable Matter is not resolved in accordance with Section 7.2, either Navient or SLM BankCo may, unless the Applicable Deadline (as hereinafter defined) has occurred, make a written demand (the “Arbitration Demand Notice”) that the Dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the other Party in the manner set forth in Section 10.5. If either Party shall deliver an Arbitration Demand Notice, the other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related Dispute with respect to which the Applicable Deadline has not passed without the requirement of first delivering a Dispute Notice as contemplated by Section 7.2. If either Party delivers an Arbitration Demand Notice with respect to any Dispute that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrator in his or her sole discretion determines that it is impracticable or otherwise inadvisable to do so. (i) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until two years after the later of (i) the occurrence of the act or event giving rise to the Dispute and (ii) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the Dispute (as applicable and as it may in a particular case be specifically extended by the Parties in writing, the “Applicable Deadline”). Any discussions, negotiations or mediation between the Parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the Parties. Each Party agrees, on behalf of itself and the members of its respective Group, that, except if an Arbitration Demand Notice with respect to a Dispute is not given prior to the expiration of the Applicable Deadline, such Dispute will be barred. Subject to Section 7.3(d), upon delivery of an Arbitration Demand Notice pursuant to Section 7.3(c) prior to the Applicable Deadline, the Dispute shall be decided by one or more arbitrators in accordance with the rules set forth in this Section 7.3 and Schedule 7.3. (ii) Except as provided otherwise set forth in Articles 9 this Section 7.3 and 10 aboveSchedule 7.3, any disputes under this Agreement shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall hereunder will be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) Commercial Arbitration Rules and Procedures then in effect at prevailing; provided, however, that to the time extent that the provisions of this Agreement and the prevailing rules of the AAA conflict, the provisions of this Agreement (including this Section 7.3 and Schedule 7.3) shall govern. Unless the Parties otherwise agree, any such arbitration shall be conducted by and otherwise in accordance before a single arbitrator. Any arbitrator selected pursuant to this Section 7.3(c) shall be neutral and disinterested with principles which would be applied by a court respect to each of law or equity. the Parties and the matter. (iii) The arbitrator shall have full power and authority to determine issues of arbitrability but shall otherwise be acceptable limited to both interpreting or construing the Companies applicable provisions of this Agreement or any Ancillary Agreement, and will have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or any Ancillary Agreement; it being understood, however, that the arbitrator will have full authority to implement the provisions of this Agreement or any Ancillary Agreement and to fashion appropriate remedies for breaches of this Agreement (including interim or permanent injunctive relief); provided, however, that the arbitrator shall not have (i) any authority in excess of the authority a court having jurisdiction over the Parties and the Executivecontroversy or dispute would have absent these arbitration provisions or (ii) any right or power to award exemplary, punitive, special, indirect, consequential, remote or speculative damages (including in respect of lost profits or revenues) or treble damages, except to the extent such damages are expressly permitted by the terms of this Agreement or any Ancillary Agreement; provided, that this clause (ii) shall not limit the award of any such damages to the extent they are included in any Liabilities to third parties as to which the provisions of this Article VII are applicable. It is the intention of the Parties that in rendering a decision the arbitrator gives effect to the applicable provisions of this Agreement and the Ancillary Agreements and follow applicable Law (it being understood and agreed that this sentence shall not give rise to a right of judicial review of the award of the arbitrator). (iv) If the parties cannot agree on a Party fails or refuses to appear at and participate in an acceptable arbitratorarbitration hearing after due notice, the dispute arbitrator may hear and determine the controversy upon evidence produced by the appearing Party. Any decision rendered under such circumstances shall be decided by a panel as valid and enforceable as if the Parties had appeared and participated fully at all stages. (v) Subject to Sections 4.2 and 4.3, the fees of three arbitrators, one appointed the arbitrator and all other arbitration costs shall be borne equally by each of Party involved in the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agreematter, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will except that each Party shall be borne by the Companies (including, without limitation, reasonable attorneys’ responsible for its own attorney’s fees and other reasonable charges costs and expenses, including the costs of counselwitnesses selected by such Party. (vi) Any arbitration award shall be an award with a holding in favor of or against a Party and shall include findings as to facts, issues or conclusions of law (aincluding with respect to any matters relating to the validity or infringement of patents or patent applications) if the arbitration occurs prior to and shall include a Change in Control, if the Executive prevails on a majority statement of the material issues reasoning on which the award rests. The award must also be in the dispute, and (b) if the arbitration occurs after adequate form so that a Change in Control, if the Executive prevails on at least one material issue in the disputejudgment of a court may be entered thereupon. Judgment upon the final any arbitration award rendered by such arbitrator(s) hereunder may be entered in any court having jurisdiction thereof. Following . (vii) Any arbitration proceedings hereunder shall take place in the final determination State of the dispute Delaware, unless another location is otherwise agreed to in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne writing by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearParties.