Common use of Dispute Resolution; Arbitration Clause in Contracts

Dispute Resolution; Arbitration. Except as provided in this Agreement, the Parties agree that any dispute, controversy or claim of any nature whatsoever arising out of or relating to Officer’s employment with the Bank and/or termination of employment with the Bank shall be resolved exclusively by final and binding arbitration before a single neutral Arbitrator. By way of example only, such claims include claims under federal, state, and local statutory or common law, such as claims for breach of contract, wrongful discharge, negligent retention, libel, slander, emotional distress and/or claims under Title VII of the Civil Rights Act of 1964 (which prohibits discrimination on the basis of race, color, religion, sex and/or national origin), as amended, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Americans with Disabilities Act (which prohibits discrimination because of a disability), the Fair Labor Standards Act, the Employment Retirement Income Security Act, as well as any state or local employment discrimination laws. The Parties agree and understand that they choose arbitration instead of litigation to resolve disputes. The Parties understand that they have a right or opportunity to litigate disputes through a court, but they prefer to resolve their disputes through arbitration. Nothing in this arbitration provision amounts to a waiver of the Bank’s right to seek injunctive relief or other relief necessary, including money damages, to protect the Bank from harm as a result of the actions of Officer during employment, at or after termination of employment with the Bank, which may be brought in any state or federal court of competent jurisdiction. This includes, without limitation, the Bank’s right to seek injunctive relief to enforce the confidentiality agreement contained in Paragraph 6 herein. An arbitration conducted under the terms of this arbitration provision shall be conducted and ruled upon by a single neutral Arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”). A copy of the most recent version of the Rules, as amended from time to time by the American Arbitration Association, is available from the Bank for review upon request. An arbitration held under this Dispute Resolution Policy shall be held in Wilmington, North Carolina. An arbitration under this arbitration provision shall be governed by the Rules, as amended, which are in effect at the time a demand for arbitration is made. The Arbitrator’s decision, including the amount of any award, shall be final and binding upon the parties and shall not be subject to appeal. Together with the decision, the Arbitrator shall provide a written explanation of the decision and of any award. A judgment upon an award made by the Arbitrator may be entered in any state or federal court having competent jurisdiction. The Arbitrator shall be bound to enforce any applicable statute of limitations. All remedies available to the Officer or the Bank in a court of law shall be available through arbitration. The costs of the arbitration (filing fee, administrative fee, if any, and the Arbitrator’s fee) shall be paid as follows: one-half by the Bank and one-half by the Officer. However, the Officer and the Bank will each pay his or its own attorney’s fees incurred in prosecuting or defending the arbitration. Nothing in this arbitration provision shall prevent the Arbitrator from awarding the costs of the arbitration and/or attorney’s fees to a prevailing party as allowed by law or by the Rules.

Dispute Resolution; Arbitration. Except as provided in this Agreement, Executive and the Parties Company agree that any dispute, controversy or claim of any nature whatsoever arising out of in the event a dispute arises concerning or relating to OfficerExecutive’s employment with the Bank and/or Company, or any termination of employment therefrom, the parties first shall attempt in good faith to resolve such dispute through mediation. If a resolution through mediation is not reached, then such dispute shall be submitted to binding arbitration in accordance with the Bank shall be resolved exclusively employment arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”) by final and binding arbitration before a single neutral Arbitratorimpartial arbitrator experienced in employment law selected as follows: Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. By way If the parties cannot agree, they shall request a panel of example onlyten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, such claims include claims under federal, stateColorado, and local statutory or common both Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., (“FAA”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as claims is necessary for breach a fair resolution of contractthe dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, wrongful dischargeas if the matter were being decided in court. The arbitrator may award punitive damages, negligent retention, libel, slander, emotional distress and/or claims under if and only to the extent allowed by Title VII of the Civil Rights Act of 1964 (which prohibits discrimination on the basis of race, color, religion, sex and/or national origin)1964, as amended, ; the Civil Rights Act of 1991, 42 U.S.C. § 1981, as amended; the Age Discrimination in Employment ActAct of 1967, as amended; and the Americans with Disabilities Act (which prohibits discrimination because of a disability), the Fair Labor Standards Act, the Employment Retirement Income Security Act, as well as any state or local employment discrimination laws. The Parties agree and understand that they choose arbitration instead of litigation to resolve disputes. The Parties understand that they have a right or opportunity to litigate disputes through a court, but they prefer to resolve their disputes through arbitration. Nothing in this arbitration provision amounts to a waiver of the Bank’s right to seek injunctive relief or other relief necessary, including money damages, to protect the Bank from harm as a result of the actions of Officer during employment, at or after termination of employment with the Bank, which may be brought in any state or federal court of competent jurisdiction. This includes, without limitation, the Bank’s right to seek injunctive relief to enforce the confidentiality agreement contained in Paragraph 6 herein. An arbitration conducted under the terms of this arbitration provision shall be conducted and ruled upon by a single neutral Arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”). A copy of the most recent version of the Rules, as amended from time to time by the American Arbitration Association, is available from the Bank for review upon request. An arbitration held under this Dispute Resolution Policy shall be held in Wilmington, North Carolina. An arbitration under this arbitration provision shall be governed by the Rules1990, as amended, which are in effect at ; and the time a demand for arbitration is madearbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The Arbitrator’s decisionarbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the amount use of protective orders. The prevailing party in any awardarbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator’s decision and award shall be final and binding binding, as to all Claims that were or could have been raised in the arbitration, and judgment upon the parties award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial action asserting Claims subject to appeal. Together with the decisionthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the Arbitrator party filing the initial judicial action shall provide a written explanation of pay the decision other party’s costs and of any award. A judgment upon an award made by the Arbitrator may be entered in any state or federal court having competent jurisdiction. The Arbitrator shall be bound to enforce any applicable statute of limitations. All remedies available to the Officer or the Bank in a court of law shall be available through arbitration. The costs of the arbitration (filing fee, administrative fee, if any, and the Arbitrator’s fee) shall be paid as follows: one-half by the Bank and one-half by the Officer. However, the Officer and the Bank will each pay his or its own attorney’s fees expenses incurred in prosecuting or defending the seeking such stay and/or compelling arbitration, including reasonable attorneys’ fees. Nothing in this arbitration provision shall prevent the Arbitrator from awarding the costs of the arbitration and/or attorney’s fees to a prevailing party as allowed by law or by the RulesTHE COMPANY AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 11.13 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A CHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.

Dispute Resolution; Arbitration. Except as provided Executive and the Corporation agree that in the event a dispute arises concerning or relating to Executive’s employment with the Corporation or regarding the terms of this Agreement, the Parties agree that any disputeparties first shall attempt in good faith to resolve such dispute through mediation. If a resolution through mediation is not reached, controversy or claim of any nature whatsoever arising out of or relating then such dispute shall be submitted to Officer’s employment binding arbitration in accordance with the Bank and/or termination employment arbitration rules of employment with the Bank shall be resolved exclusively Judicial Arbitration and Mediation Services (“JAMS”) by final and binding arbitration before a single neutral Arbitratorimpartial arbitrator experienced in employment law selected as follows: Corporation and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. By way If the parties cannot agree, they shall request a panel of example onlyten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, such claims include claims under federal, stateColorado, and local statutory or common both Executive and the Corporation agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., (“FAA”) and not state law, shall govern the arbitration of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as claims is necessary for breach a fair resolution of contractthe dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, wrongful dischargeas if the matter were being decided in court. The arbitrator may award punitive damages, negligent retention, libel, slander, emotional distress and/or claims under if and only to the extent allowed by Title VII of the Civil Rights Act of 1964 (which prohibits discrimination on the basis of race, color, religion, sex and/or national origin)1964, as amended, ; the Civil Rights Act of 1991, 42 U.S.C. § 1981, as amended; the Age Discrimination in Employment ActAct of 1967, as amended; and the Americans with Disabilities Act (which prohibits discrimination because of a disability), the Fair Labor Standards Act, the Employment Retirement Income Security Act, as well as any state or local employment discrimination laws. The Parties agree and understand that they choose arbitration instead of litigation to resolve disputes. The Parties understand that they have a right or opportunity to litigate disputes through a court, but they prefer to resolve their disputes through arbitration. Nothing in this arbitration provision amounts to a waiver of the Bank’s right to seek injunctive relief or other relief necessary, including money damages, to protect the Bank from harm as a result of the actions of Officer during employment, at or after termination of employment with the Bank, which may be brought in any state or federal court of competent jurisdiction. This includes, without limitation, the Bank’s right to seek injunctive relief to enforce the confidentiality agreement contained in Paragraph 6 herein. An arbitration conducted under the terms of this arbitration provision shall be conducted and ruled upon by a single neutral Arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”). A copy of the most recent version of the Rules, as amended from time to time by the American Arbitration Association, is available from the Bank for review upon request. An arbitration held under this Dispute Resolution Policy shall be held in Wilmington, North Carolina. An arbitration under this arbitration provision shall be governed by the Rules1990, as amended, which are in effect at ; and the time a demand for arbitration is madearbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The Arbitrator’s decisionarbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the amount use of protective orders. The prevailing party in any awardarbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator’s decision and award shall be final and binding binding, as to all claims that were or could have been raised in the arbitration, and judgment upon the parties award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and the Corporation will pay any arbitrator fees and expenses in excess of such amount. The Corporation will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Executive and the Corporation agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that the Corporation would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial action asserting Claims subject to appeal. Together with the decisionthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the Arbitrator party filing the initial judicial action shall provide pay the other party’s costs and expenses incurred in seeking such stay and/or compelling arbitration, including reasonable attorneys’ fees. THE CORPORATION AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS SECTION 21 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF FOR A BREACH OF ANY OF THE COVENANTS CONTAINED IN SECTION 6. This is a written explanation legal waiver and release of the decision claims. By signing, you are acknowledging that you have read, understand, and of any award. A judgment upon an award made by the Arbitrator may be entered in any state or federal court having competent jurisdiction. The Arbitrator shall be bound to enforce any applicable statute of limitations. All remedies available agree to the Officer or the Bank in terms stated above and that you have been given a court reasonable period of law shall be available through arbitrationtime to consider this Agreement. The costs of the arbitration (filing feeBefore signing, administrative fee, if any, you should read carefully and the Arbitrator’s fee) shall be paid as follows: one-half by the Bank and one-half by the Officer. However, the Officer and the Bank will each pay his or its own consult with an attorney’s fees incurred in prosecuting or defending the arbitration. Nothing in this arbitration provision shall prevent the Arbitrator from awarding the costs of the arbitration and/or attorney’s fees to a prevailing party as allowed by law or by the Rules.

Dispute Resolution; Arbitration. Except as provided in this Agreement, Executive and the Parties Company agree that any dispute, controversy or claim of any nature whatsoever arising out of in the event a dispute arises concerning or relating to Officer’s Executive's employment with the Bank and/or Company, or any termination of employment therefrom, the parties first shall attempt in good faith to resolve such dispute through mediation. If a resolution through mediation is not reached, then such dispute shall be submitted to binding arbitration in accordance with the Bank shall be resolved exclusively employment arbitration rules of Judicial Arbitration and Mediation Services ("JAMS") by final and binding arbitration before a single neutral Arbitratorimpartial arbitrator experienced in employment law selected as follows: Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. By way If the parties cannot agree, they shall request a panel of example onlyten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, such claims include claims under federal, stateColorado, and local statutory or common both Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS' rules and procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., ("FAA") and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as claims is necessary for breach a fair resolution of contractthe dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, wrongful dischargeas if the matter were being decided in court. The arbitrator may award punitive damages, negligent retention, libel, slander, emotional distress and/or claims under if and only to the extent allowed by Title VII of the Civil Rights Act of 1964 (which prohibits discrimination on the basis of race, color, religion, sex and/or national origin)1964, as amended, ; the Civil Rights Act of 1991, 42 U.S.C. § 1981, as amended; the Age Discrimination in Employment ActAct of 1967, as amended; and the Americans with Disabilities Act (which prohibits discrimination because of a disability), the Fair Labor Standards Act, the Employment Retirement Income Security Act, as well as any state or local employment discrimination laws. The Parties agree and understand that they choose arbitration instead of litigation to resolve disputes. The Parties understand that they have a right or opportunity to litigate disputes through a court, but they prefer to resolve their disputes through arbitration. Nothing in this arbitration provision amounts to a waiver of the Bank’s right to seek injunctive relief or other relief necessary, including money damages, to protect the Bank from harm as a result of the actions of Officer during employment, at or after termination of employment with the Bank, which may be brought in any state or federal court of competent jurisdiction. This includes, without limitation, the Bank’s right to seek injunctive relief to enforce the confidentiality agreement contained in Paragraph 6 herein. An arbitration conducted under the terms of this arbitration provision shall be conducted and ruled upon by a single neutral Arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”). A copy of the most recent version of the Rules, as amended from time to time by the American Arbitration Association, is available from the Bank for review upon request. An arbitration held under this Dispute Resolution Policy shall be held in Wilmington, North Carolina. An arbitration under this arbitration provision shall be governed by the Rules1990, as amended, which are in effect at ; and the time a demand for arbitration is madearbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The Arbitrator’s decisionarbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the amount use of protective orders. The prevailing party in any awardarbitration shall be entitled to receive reasonable attorneys' fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator's decision and award shall be final and binding binding, as to all Claims that were or could have been raised in the arbitration, and judgment upon the parties award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Executive will pay the arbitrator's fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator's fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial action asserting Claims subject to appeal. Together with the decisionthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the Arbitrator party filing the initial judicial action shall provide a written explanation of pay the decision other party's costs and of any award. A judgment upon an award made by the Arbitrator may be entered in any state or federal court having competent jurisdiction. The Arbitrator shall be bound to enforce any applicable statute of limitations. All remedies available to the Officer or the Bank in a court of law shall be available through arbitration. The costs of the arbitration (filing fee, administrative fee, if any, and the Arbitrator’s fee) shall be paid as follows: one-half by the Bank and one-half by the Officer. However, the Officer and the Bank will each pay his or its own attorney’s fees expenses incurred in prosecuting or defending the seeking such stay and/or compelling arbitration, including reasonable attorneys' fees. Nothing in this arbitration provision shall prevent the Arbitrator from awarding the costs of the arbitration and/or attorney’s fees to a prevailing party as allowed by law or by the RulesTHE COMPANY AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 9 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A CHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.

Dispute Resolution; Arbitration. Except as provided in this Agreement, Executive and the Parties Company agree that any dispute, controversy or claim of any nature whatsoever arising out of in the event a dispute arises concerning or relating to OfficerExecutive’s employment with the Bank and/or Company, or any termination of employment therefrom, the parties first shall attempt in good faith to resolve such dispute through mediation. If a resolution through mediation is not reached, then such dispute shall be submitted to binding arbitration in accordance with the Bank shall be resolved exclusively employment arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”) by final and binding arbitration before a single neutral Arbitratorimpartial arbitrator experienced in employment law selected as follows: Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. By way If the parties cannot agree, they shall request a panel of example onlyten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, such claims include claims under federal, stateColorado, and local statutory or common both Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., (“FAA”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as claims is necessary for breach a fair resolution of contractthe dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, wrongful dischargeas if the matter were being decided in court. The arbitrator may award punitive damages, negligent retention, libel, slander, emotional distress and/or claims under if and only to the extent allowed by Title VII of the Civil Rights Act of 1964 (which prohibits discrimination on the basis of race, color, religion, sex and/or national origin)1964, as amended, ; the Civil Rights Act of 1991, 42 U.S.C. § 1981, as amended; the Age Discrimination in Employment ActAct of 1967, as amended; and the Americans with Disabilities Act (which prohibits discrimination because of a disability), the Fair Labor Standards Act, the Employment Retirement Income Security Act, as well as any state or local employment discrimination laws. The Parties agree and understand that they choose arbitration instead of litigation to resolve disputes. The Parties understand that they have a right or opportunity to litigate disputes through a court, but they prefer to resolve their disputes through arbitration. Nothing in this arbitration provision amounts to a waiver of the Bank’s right to seek injunctive relief or other relief necessary, including money damages, to protect the Bank from harm as a result of the actions of Officer during employment, at or after termination of employment with the Bank, which may be brought in any state or federal court of competent jurisdiction. This includes, without limitation, the Bank’s right to seek injunctive relief to enforce the confidentiality agreement contained in Paragraph 6 herein. An arbitration conducted under the terms of this arbitration provision shall be conducted and ruled upon by a single neutral Arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”). A copy of the most recent version of the Rules, as amended from time to time by the American Arbitration Association, is available from the Bank for review upon request. An arbitration held under this Dispute Resolution Policy shall be held in Wilmington, North Carolina. An arbitration under this arbitration provision shall be governed by the Rules1990, as amended, which are in effect at ; and the time a demand for arbitration is madearbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The Arbitrator’s decisionarbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the amount use of protective orders. The prevailing party in any awardarbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator’s decision and award shall be final and binding binding, as to all Claims that were or could have been raised in the arbitration, and judgment upon the parties award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial action asserting Claims subject to appeal. Together with the decisionthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the Arbitrator party filing the initial judicial action shall provide a written explanation of pay the decision other party’s costs and of any award. A judgment upon an award made by the Arbitrator may be entered in any state or federal court having competent jurisdiction. The Arbitrator shall be bound to enforce any applicable statute of limitations. All remedies available to the Officer or the Bank in a court of law shall be available through arbitration. The costs of the arbitration (filing fee, administrative fee, if any, and the Arbitrator’s fee) shall be paid as follows: one-half by the Bank and one-half by the Officer. However, the Officer and the Bank will each pay his or its own attorney’s fees expenses incurred in prosecuting or defending the seeking such stay and/or compelling arbitration, including reasonable attorneys’ fees. Nothing in this arbitration provision shall prevent the Arbitrator from awarding the costs of the arbitration and/or attorney’s fees to a prevailing party as allowed by law or by the RulesTHE COMPANY AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 9 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A CHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.

Dispute Resolution; Arbitration. Except as provided in this Agreement, Executive and the Parties Company agree that any dispute, controversy or claim of any nature whatsoever arising out of in the event a dispute arises concerning or relating to OfficerExecutive’s employment with the Bank and/or Company, or any termination of employment therefrom, the parties first shall attempt in good faith to resolve such dispute through mediation. If a resolution through mediation is not reached, then such dispute shall be submitted to binding arbitration in accordance with the Bank shall be resolved exclusively employment arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”) by final and binding arbitration before a single neutral Arbitratorimpartial arbitrator experienced in employment law selected as follows: Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. By way If the parties cannot agree, they shall request a panel of example onlyten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, such claims include claims under federal, stateColorado, and local statutory or common both Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., (“FAA”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as claims is necessary for breach a fair resolution of contractthe dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, wrongful dischargeas if the matter were being decided in court. The arbitrator may award punitive damages, negligent retention, libel, slander, emotional distress and/or claims under if and only to the extent allowed by Title VII of the Civil Rights Act of 1964 (which prohibits discrimination on the basis of race, color, religion, sex and/or national origin)1964, as amended, ; the Civil Rights Act of 1991, 42 U.S.C. § 1981, as amended; the Age Discrimination in Employment ActAct of 1967, as amended; and the Americans with Disabilities Act (which prohibits discrimination because of a disability), the Fair Labor Standards Act, the Employment Retirement Income Security Act, as well as any state or local employment discrimination laws. The Parties agree and understand that they choose arbitration instead of litigation to resolve disputes. The Parties understand that they have a right or opportunity to litigate disputes through a court, but they prefer to resolve their disputes through arbitration. Nothing in this arbitration provision amounts to a waiver of the Bank’s right to seek injunctive relief or other relief necessary, including money damages, to protect the Bank from harm as a result of the actions of Officer during employment, at or after termination of employment with the Bank, which may be brought in any state or federal court of competent jurisdiction. This includes, without limitation, the Bank’s right to seek injunctive relief to enforce the confidentiality agreement contained in Paragraph 6 herein. An arbitration conducted under the terms of this arbitration provision shall be conducted and ruled upon by a single neutral Arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”). A copy of the most recent version of the Rules, as amended from time to time by the American Arbitration Association, is available from the Bank for review upon request. An arbitration held under this Dispute Resolution Policy shall be held in Wilmington, North Carolina. An arbitration under this arbitration provision shall be governed by the Rules1990, as amended, which are in effect at ; and the time a demand for arbitration is madearbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The Arbitrator’s decisionarbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the amount use of protective orders. The prevailing party in any awardarbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. Reimbursement of arbitration or legal fees and expenses under this Paragraph 11.13 shall be subject to the following: (a) such reimbursement shall be available to the Executive for the period during which this Agreement is enforceable; (b) no reimbursement provided during the Executive’s taxable year shall affect reimbursements provided in any other taxable year of the Executive; (c) reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (d) no reimbursement provided under this Paragraph 11.13 shall be subject to liquidation or exchange for another benefit. The arbitrator’s decision and award shall be final and binding binding, as to all Claims that were or could have been raised in the arbitration, and judgment upon the parties award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial action asserting Claims subject to appeal. Together with the decisionthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the Arbitrator party filing the initial judicial action shall provide a written explanation of pay the decision other party’s costs and of any award. A judgment upon an award made by the Arbitrator may be entered in any state or federal court having competent jurisdiction. The Arbitrator shall be bound to enforce any applicable statute of limitations. All remedies available to the Officer or the Bank in a court of law shall be available through arbitration. The costs of the arbitration (filing fee, administrative fee, if any, and the Arbitrator’s fee) shall be paid as follows: one-half by the Bank and one-half by the Officer. However, the Officer and the Bank will each pay his or its own attorney’s fees expenses incurred in prosecuting or defending the seeking such stay and/or compelling arbitration, including reasonable attorneys’ fees. Nothing in this arbitration provision shall prevent the Arbitrator from awarding the costs of the arbitration and/or attorney’s fees to a prevailing party as allowed by law or by the RulesTHE COMPANY AND EXECUTIVE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 11.13 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A CHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.