Common use of Mediation and Arbitration Clause in Contracts

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employer.

Mediation and Arbitration. If the Executive and the Employer have Compliance with this Section 17.17 shall constitute a condition precedent to either Party seeking judicial enforcement of any dispute whatsoever relating to the interpretation, validity or performance provisions of this Agreement. Any dispute concerning this Agreement (other than claims by a third party under which a Party hereto is claiming indemnity, and such third party claim is in litigation) shall be resolved under the mediation and binding arbitration procedures of this Section 17.17. Buyer and Seller will first 49 57 attempt in good faith to resolve all disputes by negotiations between management level persons who have authority to settle the controversy. If either Party believes further negotiations are futile, such Party may initiate the mediation process by so notifying the other Party in writing. Both Parties shall then attempt in good faith to resolve the dispute by mediation in Lafayette, Louisiana, employing management level persons with authority to settle the dispute, in accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes, as such procedure may be modified by agreement of the Parties. If the dispute has not been resolved pursuant to mediation within sixty (60) days after initiating the mediation process, the dispute shall be finally resolved through binding arbitration, as follows: 17.17.1 If any dispute or any other dispute arising controversy shall arise between the Parties out of this Agreement, every reasonable attempt will be made to resolve the alleged breach thereof or any differences tort in connection therewith, or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment refusal to perform the whole or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediationpart thereof, and the parties agree to first try to settle any dispute through mediation. Mediation Parties shall be initiated by either party by unable to agree with respect to the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon matter or matters in dispute or controversy, the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute same shall be submitted to arbitration. Arbitration shall be initiated by the serving arbitration before a panel of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected arbitrators in accordance with the Employment Mediation Rules Louisiana Arbitration Law, (La. R.S. 9.4201, et seq.) and the provisions in this Section 17.17. The panel of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it arbitrators shall be conducted under chosen as follows: Upon the National Rules written demand of either Party and within ten (10) working days from the Resolution date of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitratorsuch demand, each party Party shall name an arbitrator and the these two so named shall promptly thereafter choose a third. If either Party shall fail to name a an arbitrator within ten (10) working days from such demand, the other Party shall name the second arbitrator as well as the first, or if the two arbitrators shall fail within ten (10) working days from their appointment to agree upon and appoint the third arbitrator, then upon written application by either Party such third arbitrator may be appointed by the senior Judge in active service of the United States District Court for the Southern District of Texas, Houston Division; and if said Judge shall fail to act, then such third arbitrator shall be appointed by the President of the Center for Public Resources, Inc. The arbitrators selected to act hereunder shall be qualified by education, experience, and training to pass upon the particular matter or matters in dispute. 17.17.2 The panel of arbitrators so chosen shall proceed promptly to hear and determine the matter or matters in dispute, after giving the Parties due notice of hearing and a reasonable opportunity to be heard. The procedure of the arbitration proceedings shall be heard in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, as may be modified by the arbitrator(s) panel of arbitrators. Unless otherwise determined by the arbitrators, the hearing and the decision presentations of the arbitratorParties shall not exceed two days cumulative. The location of all arbitration proceedings hereunder shall be Houston, or Harrxx Xxxnty, Texas, unless the majority panel of arbitrators determines that another venue is more appropriate. The award of the panel of arbitrators or a majority thereof shall be made within forty-five (45) days after the appointment of the third arbitrator, subject to any reasonable delay due to unforeseen circumstances. In the event of the panel or a majority thereof failing to make an award within sixty (60) days after the appointment of the third arbitrator, new arbitrators may at the election of either Party be chosen in like manner as if one has none had been previously selected. 17.17.3 The award of the arbitrators, or a majority thereof, shall be in writing, determined in accordance with the substantive law of the State of Louisiana, and shall be final and binding on the parties. Judgment upon Parties as to the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arosequestion or questions submitted, and the failure Parties shall abide by such award and perform the conditions thereof. The award of the arbitrators shall be based on the applicable law and facts, the merits of the Parties' positions in the controversy or dispute, and the arbitrators' assessment of the fairness and reasonableness of any settlement proposal of any Party. The award shall not provide or create any rights or benefits in any person or entity which is not a Party to bring this Agreement, as this Agreement and any arbitration thereunder shall not be construed as a third party beneficiary contract. Unless otherwise determined by the arbitrators, all expenses in connection with such arbitration shall be divided equally between the Parties thereto, except that the expenses of counsel, witnesses, and employees of each Party shall be borne solely by the Party incurring them, and the compensation of any arbitrator named by a claim within Party shall be borne solely by such one-year period Party; provided that if court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings shall constitute a waiver pay all reasonable associated costs, expenses and attorney's fees of such claim court proceedings. 17.17.4 The arbitrators may but shall not be required to explain reasons for the award. No transcript or other recording shall be made of the arbitration proceedings. Except (i) in connection with a suit for enforcement of the award, (ii) as required by law, court order or regulation, (iii) when reasonably necessary to explain the terms and an absolute bar conditions of the award to outside attorneys, auditors, and insurers, or (iv) as part of good faith compliance with disclosure obligations under applicable law, the arbitration proceedings, the award, and the Parties' actions in connection with the arbitration are confidential and shall not be disclosed to third parties, and no disclosure of or reference to the arbitration, the award, or of the parties' statements or actions in connection with the arbitration shall be made to any further proceedings third party. All offers, promises, conduct, statements, and evidence, whether oral or written, made in the course of the arbitration by any of the Parties, their agents, employees, experts, or attorneys are confidential. Such offers, promises, conduct, statements, and evidence shall be considered inadmissible under Rule 408 of the Federal Rules of Evidence and any similar state provisions, and shall be inadmissible for any purpose, including impeachment. However, evidence that is otherwise admissible shall not be rendered inadmissible as a result of its use in the arbitration. 17.17.5 The award of the panel of arbitrators and the obligation to abide by same and perform the conditions thereof shall be enforceable in the Louisiana state district courts in Lafayette Parish, Louisiana, the Texas state district courts in Harrxx Xxxnty, Texas, or in any forum federal court having jurisdiction. Each Party shall bear its own attorneys' fees in connection with respect to it. All mediation and any appeal of an arbitration proceedings shall be conducted award, or in Bangor, Maine, unless the parties otherwise agree in writing. any other court litigation arising out of this Agreement. 17.17.6 The cost provisions of any mediation proceeding under this Section 10 will be paid by 17.17 shall not limit the Employer. The cost obligation of any arbitration proceeding will be shared equally by the parties a Party to the dispute; provideddefend, howeverindemnify of hold harmless another Party against court proceedings or other claims, thatlosses, if the dispute is resolved damages or expenses as provided in favor of the Executive, such cost shall be paid in full by the EmployerArticle XIII.

Mediation and Arbitration. If It is the Executive and the Employer have any intention of all parties that no dispute whatsoever relating under this Agreement or with respect to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt relationship between parties will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution subject of any differences court action or dispute has not been achieved to litigation in the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federallocal, state, or local statute, law, ordinance federal judicial system. The parties recognize that the problem resolution processes of mediation and arbitration are appropriate and preferable to resolve issues between the parties. If any party hereto wishes to resolve an issue under or regulation or under relating to this Agreement, then such party must give notice of a request for mediation to the other parties, which notice shall be resolved exclusively set forth the names of not less than three (3) mediators from the panel of JAMS/Endispute or the American Arbitration Association or other mutually agreed upon alternative dispute resolution service in Hillsborough County if mediation is commenced by Alternative Dispute Resolution described Digirad or in this Agreement ("ADR")San Diego County if mediation is commenced by MBR. The initiation party receiving such notice shall agree upon one or more such mediators with ten (10) days of ADR shall first require mediationreceipt of such notice and a mediation will be scheduled as soon as feasible between the parties and their respective advisors, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction their advisors will cooperate fully with respect to any breach sharing of Section 8 information and attendance at meetings in order to seek resolution. The parties will share mediation expenses with the party requesting the mediation, paying one-half of this Agreement. In such expense of the event that a party wishes to initiate ADR, a Mediation Notice must be served on mediator fees and the other party within six (6) months from paying the date on which the claim aroseother one-half of such expenses. If resolution of the matters between the parties cannot mutually agree on be resolved in mediation within twenty (20) days of the selection of a mediatormediator by the party receiving such notice, then a mediator the matter shall be presented to formal arbitration pursuant to the rules utilized by the alternative dispute resolution service selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single by an arbitrator to be from such service’s panel agreed upon by the parties, provided thatparties or, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and within ten (10) days of the two so named completion of mediation, by a panel of three (3) arbitrators from such panel selected by such service’s administrator. Arbitration shall name a third arbitrator The arbitration proceedings take place in the venue in which the mediation shall be heard by the arbitrator(s) have occurred as soon as possible and the decision of the arbitratorarbitrator panel shall be binding upon the parties for all purposes. The party which does not prevail in such proceeding or in any judicial proceeding shall pay all reasonable fees and costs, including attorneys’ and expert witness fees, incurred by the prevailing party relating to such proceeding, except that the arbitrator shall have discretion to reduce or eliminate such award of costs and fees if such award would be inequitable or unreasonable under the majority circumstances. It is the intention of the panel if one has been selected, parties that this Agreement shall be final construed and binding on the parties. Judgment interpreted in a fair and equitable manner based upon the arbitration award may be entered in any court facts and circumstances of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost taking into account the present intention of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to have a fair and equitable agreement under the dispute; provided, however, that, if the dispute is resolved terms and conditions set forth in favor of the Executive, such cost shall be paid in full by the Employerthis Agreement.

Mediation and Arbitration. If Mediation or Arbitration shall determine any question, dispute, or controversy arising under this agreement, at the Executive and the Employer have option of Xxxxxx or Contractor. The parties hereto understand that this Agreement contains an agreement to arbitrate. After executing this document, each party understands that it will not be able to bring a lawsuit concerning any dispute whatsoever relating that may arise that is covered by these arbitration provisions. Instead, each party agrees to the interpretation, validity or performance of this Agreement, or submit any other such dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute an impartial arbitrator as provided below. x. Xxxxxx and Contractor agree to mediate within thirty (30) days any dispute or claim between them arising out of this Production Agreement or any resulting transaction before resorting to arbitration or court action. Mediation is a process in which parties attempt to resolve a dispute by submitting it to an issuance of written notice by either party impartial, neutral mediator who is authorized to facilitate the other party. If a successful resolution of any differences or the dispute has but who is not been achieved empowered to impose a settlement on the satisfaction of both parties. Mediation fees, if any, shall be divided equally among the parties at involved. Before the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereundermediation begins, the parties agree to sign a document limiting the admissibility in arbitration or any civil action of anything said, any admission made, and any documents prepared, in the course of mediation, consistent with Evidence Code 1152.5. If any party commences an arbitration or court action based on a dispute or claim to which this paragraph applies without first attempting to resolve the matter through mediation, then in the discretion of the arbitrator(s) or judge, that party shall not be entitled to recover attorney’s fees even if they would otherwise be available to that party in any such arbitration or court action. However, the filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not in itself constitute a loss of the right to recover attorney’s fees under this provision. b. Any dispute or claim in law or equity between Xxxxxx and all differences or disputes Contractor arising out of the Executive's employment this Agreement or cessation of employment, including but any resulting transaction which is not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, settled though mediation within thirty (30) days shall be resolved exclusively decided by Alternative Dispute Resolution described neutral, binding arbitration in this Agreement ("ADR")Alameda County, California and not by court action, except as provided by California law for judicial review of arbitration proceeding. The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation arbitration shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected conducted in accordance with the Employment Mediation Rules rules of either the American Arbitration AssociationAssociation (AAA) or Judicial Arbitration and Mediation Services, Inc. (JAMS). The claimant first filing for the arbitration shall make the selection between AAA and JAMS rules. The parties to arbitration may agree in writing to use different rules and/or arbitrator(s). In all other respects, the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules in accordance with Part III, Title 9 of the Resolution California Code of Employment Disputes of Civil Procedure. In any arbitration, the American Arbitration Association. There prevailing party shall be a single arbitrator entitled to be agreed recover its costs and attorney’s fees incurred in both the mediation and arbitration. Judgment upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard award rendered by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writinghaving jurisdiction thereof. The cost parties shall have the right to discovery in accordance with Code of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerCivil Procedure 1283.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any disputeAny claim, controversy, or claim dispute arising under any federal, state, or local statute, law, ordinance or regulation or under between the parties with respect to this AgreementAgreement (a "Dispute"), shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR")referred to non­binding mediation for resolution. The initiation parties will jointly select a neutral mediator for such mediation. If such mediation effort is not successful in resolving the Dispute, the Dispute shall be referred for final and binding arbitration, without appeal to court thereafter. The arbitration shall be conducted pursuant to the terms of ADR shall first require mediation, the Federal Arbitration Act and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Commercial Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. In The venue for the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes office of the American Arbitration AssociationAssociation closest to the Bank's headquarters (the "AAA Office"). There The arbitration shall be conducted before a single arbitrator to be agreed upon by panel of three arbitrators selected as follows: Within 15 business days after a Demand for Arbitration is filed with the parties, provided that, if the parties are unable to agree upon a single arbitratorAAA Office, each party shall name select an arbitrator and and, within 10 business days after the end of such 15-day period, such two so named arbitrators shall name select a third arbitrator. Each arbitrator The arbitration proceedings shall be heard by must either have professional experience relating to the arbitrator(s) and the decision business or legal aspects of the arbitratorsubject of the arbitration or be a retired judge. No arbitrator shall (i) have any material interest in the result of the arbitration or (ii) be, or shall ever have been, an affiliate, equity holder or creditor of, or an attorney, accountant, agent or consultant for, any party to such arbitration proceeding. The arbitrators shall meet promptly, fix the time, date and place of the hearing and notify the parties. The parties shall stipulate that the arbitration hearing shall last no longer than five business days. A majority of the panel if one has been selected, shall be final and binding on render a decision within 10 days of the completion of the hearing. The panel of arbitrators shall promptly transmit an executed copy of its decision to the parties. Judgment The decision of the arbitrators shall be final, binding and conclusive upon the arbitration award may be entered in parties. Each party shall have the right to have the decision enforced by any court of competent jurisdiction. An Arbitration Notice must Notwithstanding any other provision of this Section, any Dispute in which a party seeks equitable relief may be served on the other brought in any court having jurisdiction. Each party within one (1) year from the date on which the claim arose, shall be responsible for payment of such party's legal fees and the failure to bring such a claim within such one-year period shall constitute a waiver half of such claim and an absolute bar to any further proceedings in any forum with respect to itthe costs of the arbitrators. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless The obligations of the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employerspecifically enforceable and shall survive any termination of this Agreement.

Mediation and Arbitration. (a) If the Executive and the Employer have any dispute whatsoever relating parties are unable to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited reach mutual agreement with respect to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or matter requiring the parties' mutual agreement under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediationwithin 10 days following the unmet deadline prescribed herein for such agreement, and the parties agree shall submit such matter to first try to settle any dispute through mediation. mediation under the Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules Procedures of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it Real estate development or construction matters shall be conducted subject to the Construction Industry Mediation Procedures and other matters shall be subject to the Commercial Mediation Procedures. Once commenced, no such mediation shall be permitted to proceed for more than 15 days. Each party shall bear its own expenses, and the costs and expenses of the mediator and any administrative expenses of the mediation shall be borne 50% by the Team and 50% by the Commission. Failure of the parties to reach mutual agreement pursuant to this mediation procedure shall be deemed to be a dispute arising under this Agreement. (b) Except as otherwise provided in Section 8.04(e) of this Agreement, all disputes arising out of this Agreement shall be resolved by binding arbitration in the District of Columbia before a panel of three independent arbitrators under the National Rules of auspices and pursuant to the Resolution of Employment Disputes rules of the American Arbitration Association. There Any dispute regarding real estate development or construction matters shall be a single arbitrator to be agreed upon governed by the partiesConstruction Industry Arbitration Rules then in effect, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings any dispute regarding other matters shall be heard governed by the arbitrator(s) and the decision of the arbitratorCommercial Arbitration Rules then in effect. Unless otherwise provided in this Agreement, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may hearing will be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party scheduled so that it is concluded within one (1) year six months from the date on which of the claim arose, filing of the arbitration and the failure to bring such panel shall render its decision within one month after the closing of the hearing. Arbitrators will be chosen under the usual procedures and from the usual panels of the American Arbitration Association except that none of the arbitrators shall have performed, directly or indirectly, a claim material amount -of work for the Team, the Commission or the District Government within such onethe five-year period immediately preceding the date of their selection or intend or desire to perform work for the Team, the Commission or the District Government within one year following the date of their selection. Issues determined by arbitration pursuant to this provision shall constitute a waiver be given preclusive or collateral estoppel effect. Each party shall bear its own attorneys' fees and costs relating to the arbitration, but the costs and fees of the panel, the fees to the American Arbitration Association, and any other costs of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared borne equally by the parties to Team and the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerCommission.

Mediation and Arbitration. If In the Executive and the Employer have event of any dispute whatsoever relating to the interpretation, validity disputes or performance of this Agreement, or any other dispute differences arising out of or relating to this AgreementAgreement or the breach thereof, every reasonable the parties hereto shall use their best efforts to settle such disputes or differences. To this effect, they shall consult and negotiate with each other, in good faith and, recognizing their mutual interests, attempt will be made to resolve any differences or dispute reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within thirty a period of fourteen (3014) days of an issuance of written days, then upon notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day periodother, the following steps will be used: Except as otherwise expressly provided hereundersuch disputes, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employmentclaims, including but not limited to any dispute, controversyquestions, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, differences shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to mediation administered by Dispute Prevention and Resolution, Inc. (“DPR”), before resorting to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided thatThereafter, if the parties are unable to agree upon settle any disputes or differences arising under, out of, in connection with, or in relation to this Agreement, or any agreement incidental or ancillary to this Agreement, or any other aspect of the relationship between the parties hereto, by mediation such dispute or controversy shall be submitted to and resolved by arbitration. A demand for arbitration shall be made within a single reasonable time after a dispute or difference has arisen. Within ten (10) days after a demand for arbitration has been made to the other party, the parties shall request that DPR designate one arbitrator, who is not affiliated with any party in the arbitration. The arbitrator shall consider the dispute at issue in Kailua-Kona, Hawaii, at a mutually agreed upon time within thirty (30) days (or such longer period as may be acceptable to the parties hereto in dispute) of the designation of the arbitrator. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of DPR then in effect on the date of commencement of such arbitration. Notwithstanding the foregoing, the parties hereto agree that they will attempt, and they intend that they and the arbitrator should use their best efforts in that attempt , to conclude the arbitration proceeding and have a final decision from the arbitrator within ninety (90) days from the date of selection of the arbitrator; provided, however, that the arbitrator shall be entitled to extend such 90 day period one or more times to the extent necessary for such arbitrator to place a dollar value on any claim that may be unliquidated. The arbitrator shall promptly deliver to each of the parties a written decision with respect to the dispute that reveals the essential findings and conclusions upon which the decision is based, and each party shall name an arbitrator and the two so named shall name a third arbitrator The promptly act in accordance therewith. Each party to such arbitration proceedings shall be heard by the arbitrator(s) and the agrees that any decision of the arbitratorarbitrator shall be final, or the majority conclusive and binding. The cost of the panel if one has been selectedarbitration proceeding and any proceeding in court to confirm or vacate any arbitration award, as applicable (including, without limitation, attorneys’ fees and costs), shall be final borne by the unsuccessful party and binding on shall be awarded as part of the partiesArbitrator’s award. Judgment upon It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration award may be entered provisions of this Agreement by bringing suit in any court of competent jurisdiction. An Arbitration Notice must be served on The parties hereto agree that the arbitrator shall have the authority to grant injunctive or other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver forms of such claim and an absolute bar equitable relief to any further proceedings party that prevails in any forum with respect to itsuch arbitration. All mediation and arbitration proceedings This provision shall be conducted in Bangor, Maine, unless survive the parties otherwise agree in writing. The cost termination or cancellation of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerAgreement.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30a) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties The Parties agree that any and all differences disputes, claims or disputes controversies arising out of the Executive's employment or cessation of employment, including but not limited related to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, including any Claims under any Applicable Law (“Disputes”), shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree submitted to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of If a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed Dispute is not resolved through mediation within ninety forty-five (9045) days from such submission, it shall be submitted for binding arbitration upon the demand of service either Party. Any mediation and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the rules of, the American Arbitration Association or JAMS, upon the election of the Party asserting the Dispute. In the event of any inconsistency between this Section 9.04 and any rule of the arbitration organization, this Section 9.04 will control. Except as otherwise provided for herein, neither Party will have the right to litigate Disputes. (b) DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES TO BE ARBITRATED ON A CLASS ACTION BASES OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER ENTITIES SIMILARLY SITUATED. Furthermore, Disputes brought by either Party against the other Party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all Parties. The Arbiters’ authority to resolve Disputes and to make awards is limited to Disputes between the Parties alone, and is subject to the limitations of liability set forth in this Agreement. No arbitration award or decision shall be given preclusive effect as to issues or claims in any Dispute with anyone who is not a Mediation NoticeParty to the arbitration. The mediation/arbitration proceedings and all documentation and/or information related to such processes shall be deemed confidential. All offers, promises, conduct and statements, whether written or oral, made in the course of the negotiations and arbitration by any of the Parties, their Agents, experts, and by the Arbiters, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or arbitration. Should any portion of this subclause (b) be stricken from this Agreement or deemed otherwise unenforceable, then and only then may the dispute be submitted to arbitration. Arbitration this entire Section 9.04 shall be initiated by the serving of a written notice of intent to arbitrate not apply, other than this sentence. (an "Arbitration Notice"c) by one party upon the other. Notwithstanding the foregoing, nothing the Parties expressly agree that a mediation or an arbitral tribunal appointed hereunder or under any of the Related Agreement may exercise jurisdiction with respect to Disputes or controversies arising under, out of, relating to or in connection with this Agreement and any of the Related Agreements, which are related by common questions of law or fact that could result in conflicting awards or obligations, and the Parties expressly consent to the consolidation of arbitrations commenced hereunder and/or under one or more of the Related Agreements. When arbitrations are consolidated as contemplated herein, they shall be deemed consolidated into the mediation or arbitration that commenced first, unless otherwise agreed by the Parties. (d) Subject to preclude the Employer from seeking temporary or permanent injunctive relief second sentence of subclause (e) below, the Parties shall be equally responsible for paying the mediation and arbitration fees (including filing, administrative, hearing and/or damages from other fees) incurred hereunder, provided by the rules of the arbitration organization selected in accordance with this Section 9.04. (e) The Parties agree that the Arbiters’ decision shall be final and binding. The provisions of this Section 9.04 may be enforced in a court of competent jurisdiction with respect jurisdiction, and the Party seeking enforcement shall be entitled to any breach an award of Section 8 all costs, fees and expenses incurred in obtaining the enforcement of this Agreement. In provision to be paid to the event Party against whom enforcement is ordered. (f) Subject to Section 9.05, either Party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in Article V. For the avoidance of doubt, nothing in this Section 9.04 shall prevent either Party from seeking an injunction against the unauthorized use or disclosure of that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected Party’s or its Affiliates’ Intellectual Property or Confidential Information in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it Article V. The Parties shall be conducted under entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law (without being required to post a bond or other security or provide special proof, which requirement the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator Parties agrees to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employerwaive).

Mediation and Arbitration. If 18.1 Any disagreement that arises between the Executive Parties with respect to any issue or matter in connection with this Agreement (a "Dispute") will be subject to the following dispute resolution procedures (the "Dispute Resolution Procedures"): (a) Any Party may provide notice of a Dispute to the other Party and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable Parties shall attempt will be made to resolve any differences Dispute informally by meeting as often, for a duration and as promptly as the Parties deem necessary to discuss the Dispute and negotiate in good faith in an attempt to resolve the Dispute. (b) If the Parties cannot resolve the Dispute within 10 Business Days of delivery of notice of Dispute, the Dispute will be referred to non-binding mediation. Each Party will work with the other to select an acceptable mediator and the appropriate rules of mediation, and to work with the mediator to resolve the Dispute. The mediations process shall continue until the Dispute is resolved or dispute within thirty until either the mediator makes a finding that there is no possibility of settlement through the mediation or one of the Parties elects not to continue the mediation (30"Mediation (c) days In the event of an issuance of Mediation Termination, either Party may at any time thereafter, by written notice by either party to the other partyParty, require that such Dispute be resolved on an expedited basis by arbitration before a mutually agreed upon single arbitrator. If a successful resolution In the event that the Parties cannot agree on the appointment of any differences or dispute has not been achieved an arbitrator, one will be appointed pursuant to the satisfaction of both parties at the end ADRIC Arbitration Rules (as amended, superseded or replaced from time to time) of the 30-day period, the following steps ADR Institute of Canada Inc. (d) The arbitration will be used: Except conducted in Calgary, Alberta pursuant to the ADRIC Arbitration Rules (as otherwise expressly provided hereunderamended, the parties agree that any and all differences superseded or disputes arising out replaced from time to time) of the Executive's employment or cessation ADR Institute of employmentCanada Inc. The arbitrator will issue an arbitral award within 15 Business Days following the date the matter was arbitrated, and any arbitral award will be final, conclusive and binding upon the Parties. (e) Each Party shall bear its own costs of the arbitration including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, one-half of the fees and expenses of the arbitrator unless agreed otherwise as part of the arbitrated resolution. All non-legal costs of the arbitration shall be resolved exclusively by Alternative Dispute Resolution described divided equally between the Parties involved in the Dispute. (f) Notwithstanding anything to the contrary in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoingArticle 18, nothing in this Agreement shall be deemed prevent any Party from applying to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the for interim and/or interlocutory relief or other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be interim and/or interlocutory equitable relief pending final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost disposition of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerDispute.

Mediation and Arbitration. If the Executive and the Employer Company have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30-) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer Company from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 9 of this Agreement with respect to any breach of Section 8 of this Agreement. . (a) In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. . (b) In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator arbitrator. The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. . (c) The cost of any mediation proceeding under this Section 10 will be paid entirely by the EmployerCompany. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerCompany. Each party shall be responsible for its own cost of representation and counsel.

Mediation and Arbitration. If the Executive Any dispute, controversy or claim (including without limitation tort claims, requests for provisional remedies or other interim relief, and the Employer have whether any dispute whatsoever matter is subject to arbitration) arising out of or relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreementthe breach thereof, every reasonable attempt that cannot be settled through negotiation will be made to resolve any differences or dispute within thirty settled (30a) days of an issuance of written notice first, by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described trying in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try good faith to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by mediation under the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Commercial Mediation Rules of the American Arbitration Association. In the event that Association (“AAA”) (such mediation is unsuccessful session to be held in Los Angeles County, California and arbitration is initiated, it shall be conducted under the National Rules to commence within 15 days of the Resolution of Employment Disputes appointment of the American mediator by the AAA), and (b) if the controversy, claim or dispute cannot be settled by mediation, then by arbitration administered by the AAA under its Commercial Arbitration Association. There shall Rules (such arbitration to be held in Orange County, California before a single arbitrator to be agreed upon selected by the parties, provided that, if parties and to commence within 15 days of the parties are unable to agree upon a single arbitrator, each party shall name an appointment of the arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) AAA), and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding judgment on the parties. Judgment upon award rendered by the arbitration award arbitrator may be entered in any court of competent jurisdictionhaving jurisdiction thereof. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless If the parties otherwise agree in writingfail to select an arbitrator within 15 days as required herein, the then Presiding Judge of the Orange County Superior Court will appoint an arbitrator. The arbitrator will render a decision within sixty days after his appointment and will conduct all proceedings pursuant to the Rules of the American Arbitration Association governing commercial transactions then existing, to the extent that the rules are not inconsistent with the Statutes and this Agreement. The cost of any mediation proceeding under this Section 10 the arbitration procedure will be paid borne by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, thatlosing party or, if the dispute decision is resolved not clearly in favor of one Party or the Executiveother, such cost shall then the costs will be paid in full borne as determined by the Employerarbitration proceeding. The arbitration procedure provided in this Section will be the sole and exclusive remedy to resolve any controversy or dispute arising under this Agreement. If it becomes necessary for either party to enforce an arbitral award by legal action and/or additional arbitration of any kind, the party contesting enforcement shall pay all reasonable costs incurred by the party seeking to enforce the award.

Mediation and Arbitration. If the Executive President and the Employer Company have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30-) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the ExecutivePresident's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer Company from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 9 of this Agreement with respect to any breach of Section 8 of this Agreement. . (a) In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. . (b) In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator arbitrator. The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. . (c) The cost of any mediation proceeding under this Section 10 will be paid entirely by the EmployerCompany. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the ExecutivePresident, such cost shall be paid in full by the EmployerCompany. Each party shall be responsible for its own cost of representation and counsel.

Mediation and Arbitration. (a) To the maximum extent permitted by law, the parties mutually consent to the resolution by arbitration, and not litigation, of all claims, causes of action and disputes which may arise out of or in connection with this Agreement. In the event of any such dispute, the parties agree they shall attempt to resolve such dispute by good faith negotiations prior to the institution of mediation or arbitration proceedings. If the Executive dispute cannot be resolved by such negotiations, then any party, by written notice to the other party, may call for private mediation of the issue before a mediator to be agreed upon by the parties. The parties agree to conclude such private mediation within thirty (30) days of the filing by a party of a request for such mediation. In the event the dispute cannot be resolved by such mediation, either party may, by written notice to the other party, may commence arbitration proceedings as provided below. (b) Disputes to be resolved by arbitration shall be submitted to binding arbitration to be held in a neutral location to be mutually agreed upon by and between the parties, by either one or three independent arbitrators in accordance with the Federal Arbitration Act, Title 9 of the U.S. Code, and the Employer have any dispute whatsoever relating Commercial Arbitration Rides of the American Arbitration Association pursuant to the interpretationprocedure set forth below. (c) Any aggrieved party may demand such arbitration in writing by notice, validity which demand shall include the name of the arbitrator appointed by the party demanding arbitration and a statement of the matter in controversy. (d) If there are two parties to the dispute, then unless the parties have agreed on a single arbitrator within ten (10) days after such demand, the other party shall name its arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days or, in lieu of an agreement on the third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the American Arbitration Association. If a second arbitrator is not selected within the time provided, the first arbitrator shall serve as sole arbitrator. If there are more than two parties to the dispute, then an independent single arbitrator shall be appointed by the American Arbitration Association to resolve the dispute. (e) The arbitrators shall have the power to determine the procedure to be followed, whether discovery is to be allowed and to what extent and to establish a schedule for resolving the controversy and allocating costs of arbitration among the parties as they shall solely determine in their discretion, including the power to award costs and attorney fees of the prevailing party against the losing party. The arbitrators shall have the power to award punitive or performance exemplary damages, but only when, in their sole discretion, they determine that a dispute brought or claim pursued by a party was not brought in good faith. The decision of a majority of the arbitrators shall be the decision of the arbitrators. All decisions shall be in writing. The decision of the arbitrators shall be final and binding upon the pates and shall not be appealable. The parties understand and agree that they are waiving all right to have all claims, causes of action or disputes adjudicated by a court or jury. (f) The parties agree that the provisions of this AgreementSection 10.3 shall be a complete defense to any suit, action, or other proceeding instituted in any other federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award judgment may be entered rendered in any court of competent jurisdiction. An Arbitration Notice must be served jurisdiction on any award made by the other party within one (1) year from the date on which the claim arosearbitrators pursuant to this Agreement, and that the failure to bring such a claim within such one-year period arbitration provisions hereof shall constitute a waiver survive the termination of such claim and an absolute bar to this Agreement for any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employerreason.

Mediation and Arbitration. If Disputes between the Executive Licensee and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice ACMSS™ not resolved by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, direct discussion shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. mediation pursuant to the Commercial Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration AssociationAssociation (AAA). In The Parties shall select the event that mediator within fifteen (15) days of the request for mediation. Engaging in mediation is unsuccessful a condition precedent to any form of binding dispute resolution. If neither direct discussions nor mediation successfully resolves the dispute, and if the Parties do not mutually agree otherwise in writing, then the Parties shall submit the matter to binding arbitration is initiatedto be conducted before one arbitrator. All claims, it disputes and matters in question arising out of, or relating to, this Agreement shall be conducted under decided by arbitration in accordance with the National Commercial Arbitration Rules of the Resolution AAA then in effect. All claims and proceedings shall remain confidential. This agreement to arbitrate shall be specifically enforceable under the Federal Arbitration Act. An award entered in an arbitration proceeding shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. The costs of Employment Disputes any binding dispute resolution procedures and reasonable attorneys’ fees shall be borne by the non-prevailing Party, as determined by the arbitrator, up to an amount that shall not exceed $7,500, and the Parties shall share equally the full amount of the American Arbitration Associationarbitrators’ and AAA’s administrative fees of arbitration. There shall be a single arbitrator to be agreed upon by the partiesAll mediation, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator arbitration and the two so named shall name a third arbitrator The arbitration litigation proceedings shall be heard held in Orange County, California. Neither Party may commence arbitration if the claim or cause of action would be barred by the arbitrator(s) and applicable statute of limitations had the decision claim or cause of the arbitrator, action been filed in a state or the majority of the panel if one has been selected, federal court. An award entered in an arbitration proceeding pursuant to this Agreement shall be final and binding on the parties. Judgment upon the arbitration award Parties, and judgment may be entered upon an award in any court of competent having jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim aroseLicensee HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in BangorLITIGATION, MaineOR COUNTERCLAIM BASED ON, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; providedOR ARISING OUT OF, howeverUNDER, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerOR IN CONNECTION WITH THIS AGREEMENT.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 9 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 11 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employer.

Mediation and Arbitration. If Disputes between the Executive Licensee and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice ACMSS not resolved by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, direct discussion shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. mediation pursuant to the Commercial Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration AssociationAssociation (AAA). In The Parties shall select the event that mediator within fifteen (15) days of the request for mediation. Engaging in mediation is unsuccessful a condition precedent to any form of binding dispute resolution. If neither direct discussions nor mediation successfully resolves the dispute, and if the Parties do not mutually agree otherwise in writing, then the Parties shall submit the matter to binding arbitration is initiatedto be conducted before one arbitrator. All claims, it disputes and matters in question arising out of, or relating to, this Agreement shall be conducted under decided by arbitration in accordance with the National Commercial Arbitration Rules of the Resolution AAA then in effect. All claims and proceedings shall remain confidential. This agreement to arbitrate shall be specifically enforceable under the Federal Arbitration Act. An award entered in an arbitration proceeding shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. costs of Employment Disputes any binding dispute resolution procedures and reasonable attorneys’ fees shall be borne by the non-prevailing Party, as determined by the arbitrator, up to an amount that shall not exceed $10,000, and the Parties shall share equally the full amount of the American Arbitration Associationarbitrators’ and AAA’s administrative fees of arbitration. There shall be a single arbitrator to be agreed upon by the partiesAll mediation, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator arbitration and the two so named shall name a third arbitrator The arbitration litigation proceedings shall be heard held in Orange County, California. Neither Party may commence arbitration if the claim or cause of action would be barred by the arbitrator(s) and applicable statute of limitations had the decision claim or cause of the arbitrator, action been filed in a state or the majority of the panel if one has been selected, federal court. An award entered in an arbitration proceeding pursuant to this Agreement shall be final and binding on the parties. Judgment upon the arbitration award Parties, and judgment may be entered upon an award in any court of competent having jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim aroseLICENSEE AND/OR ENTITIES HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in BangorLITIGATION, MaineOR COUNTERCLAIM BASED ON, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; providedOR ARISING OUT OF, howeverUNDER, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerOR IN CONNECTION WITH THIS AGREEMENT.

Mediation and Arbitration. If (a) In the Executive and the Employer have event of any dispute whatsoever dispute, claim, question or disagreement arising out of or relating to the interpretation, validity or performance of this Agreement, other than a matter for which a party is entitled to seek specific performance or any other dispute arising out of injunctive relief as expressly provided herein, the parties shall use reasonable efforts to settle such dispute, claim, question or disagreement. To this Agreementend, every reasonable they shall consult and negotiate with each other, in good faith, and, recognizing their mutual interests, attempt will be made to resolve any differences or dispute reach a just and equitable solution satisfactory to both parties. If settlement is not reached within thirty (30) days of an issuance of after written notice of the dispute, claim, question or disagreement is first given by either one party to the other party. parties, the Chief Executive Officers, Chief Financial Officers or other comparable executive officers of KeyBank and NOVA shall consult with each other in an effort to resolve the matter (provided that in no event shall the officers designated by each party be Committee Members). (b) If the parties do not reach such a successful resolution solution within a period of any differences or dispute has not been achieved thirty (30) days after the matter is referred to the satisfaction of both parties at the end of the 30-day periodexecutive officers for resolution, the following steps will be used: Except as otherwise expressly provided hereunder, then the parties agree that first to endeavor in good faith to amicably settle their dispute by mediation in accordance with the CPR Model Procedure for Mediation of Business Disputes, promulgated by the Center for Public Resources, New York City. (c) If mediation is unsuccessful within a reasonable time after commencement of mediation, but not in any event more than sixty (60) days thereafter, the mediator shall so certify, and all differences the dispute shall be submitted to binding arbitration conducted in accordance with the CPR Rules for Non-Administered Arbitration of Business Disputes. Any controversy or disputes arising out dispute shall be arbitrated by a single arbitrator either mutually agreed upon by the parties or, absent agreement, appointed in accordance with the aforesaid CPR rules. No mediator under subsection (b) above may serve as an arbitrator. The arbitration shall be governed by the United States Arbitration Act, 9 USC (S)(S)1-16, and judgment upon the award may be entered by any court having jurisdiction thereof. The arbitrator shall have case management authority and shall resolve the controversy in a final award within 180 days from commencement of the Executive's employment or cessation arbitration action. All questions of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, arbitrability shall be resolved exclusively by Alternative Dispute Resolution described in the arbitrator appointed pursuant to this Agreement ("ADR")clause. The initiation prevailing parties shall be entitled to receive an award of ADR attorneys' fees incurred in connection with the arbitration and judicial proceedings related thereto. There shall first require mediationbe no appeal from the arbitral award, and except for fraud committed by the arbitrator(s) in carrying out his duties under the aforesaid rules; otherwise the parties agree irrevocably waive their rights to first try to settle any judicial review of the claim or controversy. (d) Unless otherwise agreed by the parties, the situs for dispute through mediation. Mediation resolution shall be initiated by either party by the serving of a written notice of intent to mediate Washington, D.C. (a "Mediation Notice"e) by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediatorCenter for Public Resources no longer promulgates rules as set forth above, then a mediator the mediation or binding arbitration shall be selected in accordance with administered under the Employment Mediation Rules rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules Association or such other recognized rules for resolution of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if disputes as the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employermutually agree.

Mediation and Arbitration. If All disputes and controversies between or among any one or more of the Executive and Partners, the Employer have Managing Partner and/or the Company arising out ofof in connection with this Agreement or the operation ofthe Company, except for temporary restraining orders or injunctive relief sought, that cannot first be resolved by direct communication shall be submitted to mediation invoked by any dispute whatsoever relating Partner in writing to the interpretationother interested Partners and to the Company and, validity if mediation does not resolve any such dispute or performance Fourth Amended and Restated Operating Agreement of CGCN Group, LLC dated as of January 1, 2018 Schedules) exhibits, charts & graphic materials used to explain every section of this Agreementagreement are on pages 36-44 Received by NSD/FARA Registration Unit 07/20/2018 1:45:01 PM Received by NSD/FARA Registration Unit 07/20/2018 1:45:01 PM controversy, or any other dispute arising out of this Agreementit shall be submitted to binding arbitration as the sole remedy pursuant to the following procedure. Any party may, every reasonable attempt will be made by written notice to resolve any differences or dispute the others within thirty (30) days of an issuance of written notice by either party to after the other party. If a successful resolution of any differences or dispute controversy has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided arisen hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, appoint an arbitrator who shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary attorney or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arosean accountant. If the parties cannot mutually agree to such arbitrator or another arbitrator within fifteen (15) days after written notice ofthe appointment ofthe arbitrator is received by the other party or parties, the first party shall apply to the Superior Court of the District of Columbia to appoint a second arbitrator pursuant to the provisions of the District of Columbia Revised Uniform Arbitration Act, Title 16, Chapter 44 of the District of Columbia Code (the “DC Code"). When two arbitrators have been appointed as hereinabove provided, they shall agree on a mediatorthird arbitrator and shall appoint him or her by written notice signed by both ofthem and a copy mailed to each party hereto within fifteen (15) days after such appointment. Upon his or her appointment, then a mediator the third arbitrator shall hold an arbitration hearing in the District of Columbia within thirty (30) days after such appointment. The arbitration shall be selected in accordance with subject to the Employment Mediation Rules provisions of the American Arbitration AssociationDC Code, as it may be in effect at the time of the arbitration. In The arbitrator shall permit prior to the event hearing by each of the parties limited discovery on a schedule as determined by the arbitrator in his or her sole discretion to be appropriate for the matter being arbitrated; provided that mediation is unsuccessful and arbitration is initiated, it each party shall be conducted under entitled to no more than two sets of interrogatories, production of documents and admissions served by each party upon the National Rules other parties, and to a reasonable number of depositions as permitted by the arbitrator in his or her sole discretion. At the hearing the arbitrator shall allow each party to present his, her or its case, evidence, and witnesses, if any, in the presence of the Resolution other parties, and shall render a written judgment and his or her award, if any, including a provision for payment of Employment Disputes costs and expenses of the American Arbitration Association. There shall be a single arbitrator arbitration to be agreed upon paid by one or more of the parties, provided that, if as the arbitrator deems just in his or her sole discretion. The decision of the arbitrator shall be binding on the parties are unable to agree upon a single arbitrator, (although each party shall name an arbitrator retain his, her or its right to appeal any questions of law arising at the hearing, provided such party posts a bond in the amount equal to 125% ofthe arbitrator’s award with the appellate tribunal), and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award judgment may be entered thereon in any court having jurisdiction Fourth Amended and Restated Operating Agreement of competent jurisdiction. An Arbitration Notice must be served CGCN Group, LLC dated as of January 1, 2018 Schedules, exhibits, charts & graphic materials used to explain every section of this agreement are on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such onepages 36-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid 44 Received by the Employer. The cost of any arbitration proceeding will be shared equally NSD/FARA Registration Unit 07/20/2018 1:45:01 PM Received by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employer.NSD/FARA Registration Unit 07/20/2018 1:45:01 PM

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any disputeAny claim, controversy, or claim dispute arising under any federal, state, or local statute, law, ordinance or regulation or under between the parties with respect to this AgreementAgreement (a "Dispute"), shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR")referred to non-binding mediation for resolution. The initiation parties will jointly select a neutral mediator for such mediation. If such mediation effort is not successful in resolving the Dispute, the Dispute shall be referred for final and binding arbitration, without appeal to court thereafter. The arbitration shall be conducted pursuant to the terms of ADR shall first require mediation, the Federal Arbitration Act and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Commercial Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. In The venue for the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes office of the American Arbitration AssociationAssociation closest to the Company's headquarters (the "AAA Office"). There The arbitration shall be conducted before a single arbitrator to be agreed upon by panel of three arbitrators selected as follows: Within 15 business days after a Demand for Arbitration is filed with the parties, provided that, if the parties are unable to agree upon a single arbitratorAAA Office, each party shall name select an arbitrator and and, within 10 business days after the end of such 15-day period, such two so named arbitrators shall name select a third arbitrator. Each arbitrator The arbitration proceedings shall be heard by must either have professional experience relating to the arbitrator(s) and the decision business or legal aspects of the arbitratorsubject of the arbitration or be a retired judge. No arbitrator shall (i) have any material interest in the result of the arbitration or (ii) be, or shall ever have been, an affiliate, equity holder or creditor of, or an attorney, accountant, agent or consultant for, any party to such arbitration proceeding. The arbitrators shall meet promptly, fix the time, date and place of the hearing and notify the parties. The parties shall stipulate that the arbitration hearing shall last no longer than five business days. A majority of the panel if one has been selectedshall render a decision within 10 days of the completion of the hearing, which decision may include an award of legal fees, costs of arbitration and interest. The panel of arbitrators shall be final and binding on promptly transmit an executed copy of its decision to the parties. Judgment The decision of the arbitrators shall be final, binding and conclusive upon the arbitration award may be entered in parties. Each party shall have the right to have the decision enforced by any court of competent jurisdiction. An Arbitration Notice must Notwithstanding any other provision of this Section, any Dispute in which a party seeks equitable relief may be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings brought in any forum with respect to itcourt having jurisdiction. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless The obligations of the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employerspecifically enforceable and shall survive any termination of this Agreement.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating 11.1 Except as may be stated otherwise above, no issue as to the interpretationvalidity, validity enforceability, or performance infringement of any of the patents subject to this Agreement, or the scope of any other of the claims of the such patents, shall be subject to arbitration under this Agreement unless otherwise agreed by the parties in writing. 11.2 Except for those issues and/or disputes described in Paragraph 11.1, any dispute arising out between the Parties concerning the interpretation, construction or application of any terms, covenants or conditions of this AgreementAgreement shall be referred to Xxxxx Xxxxxx, every reasonable Esq., of Xxxxxx Mediation & Negotiation, Inc., 0000 Xxxxx Xxx, Suite 180, Dallas, Texas 75248-2322, for non-binding mediation in an attempt will be made to resolve any differences or the matter. In the event the dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has is not been achieved to the satisfaction of both parties at the end of the 30resolved in non-day period, the following steps will be used: Except as otherwise expressly provided hereunderbinding mediation, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employmenthereunder, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution except for those issues and/or disputes described in this Agreement ("ADR"). The initiation of ADR shall first require mediationParagraph 11.1, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute will be submitted to arbitrationbinding arbitration in the manner described in subparagraphs (a) through (e) below. The mediator will select the locale of the arbitration proceeding, unless otherwise mutually agreed by the parties. (a) Arbitration under Paragraph 11.2 shall be initiated by in accordance with the serving Center for Public Resources (CPR) Rules for Non-Administered Arbitration of a written notice Patent and Trade Secret Disputes or Rules for Non-Administered Arbitration of intent to arbitrate (an "Arbitration Notice") by one party upon Business Disputes, as appropriate, in effect at the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court time of competent jurisdiction with respect to any breach of Section 8 execution of this Agreement. In Any other choice of law clause to the event that contrary in this Agreement notwithstanding, the arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16. (b) Either party may notify CPR to begin the arbitration process. The arbitration process shall be scheduled within 30 days of such notice and a hearing set no longer than 90 days thereafter. The arbitration panel will consist of three qualified arbitrators, one selected by Vonage, one selected by Sprint, and the third selected by CPR. The arbitrators shall issue a final award within 15 days of the conclusion of the hearing. The award (i) shall be limited to a holding of or against a party wishes and affording such remedy as is within the scope of this Agreement, and (ii) shall be accompanied by a brief statement (not to initiate ADR, a Mediation Notice must be served on exceed ten (10) pages) of the other party within six (6) months from the date reasoning on which the claim arose. If award rests. (c) The requirement for arbitration shall not be deemed a waiver of any right of termination under this Agreement and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the parties canas reflected in this Agreement prior to any such termination. (d) The arbitrators shall not mutually agree on a mediatorhave authority to award punitive or other damages in excess of compensatory damages, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party irrevocably waives any claim thereto. (e) The arbitrators shall name an arbitrator and award attorney fees to the two so named shall name a third arbitrator prevailing party. (f) The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, arbitrators shall be final and binding on the parties. Judgment upon the arbitration award may nonappealable, and shall be entered enforceable in any court of competent jurisdiction. An Arbitration Notice must be served on . (g) The compensation and expenses of the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings mediator and/or arbitrators shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared borne equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerParties.

Mediation and Arbitration. If (a) Any disputes arising between the Executive and the Employer have any dispute whatsoever Parties relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of or in any way connected with this Agreement or any term or condition hereto or the performance by either Party of its obligations hereunder, whether before or after termination of the Agreement, every reasonable attempt will shall be made resolved, in the first instances by a meeting, within thirty (30) days of the written notification of a dispute by one Party to resolve the other, in good faith, of the CEOs of each Party hereto. If the CEOs are unable, in good faith, to come to a resolution of any differences or dispute within thirty (30) days of an issuance their initial meeting to resolve such dispute in accordance to this Paragraph, they shall refer the matter under dispute to a single mediator selected by them. In selecting a mediator, the two CEOs shall select a neutral party that has relevant knowledge and experience with regards to the subject matter of the dispute between the Parties. If the CEOs are unable to agree on a mediator or if the mediator is unable to resolve the dispute between the parties within forty five (45) days of his/her appointment by the CEOs, then such dispute shall be finally resolved by binding arbitration. (b) Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice by either party to that effect to the other partyParty. If The Party giving such notice shall refrain from instituting the arbitration proceedings for a successful resolution period of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day sixty (60) days following such notice. During such period, the following steps will Parties shall make good faith efforts to resolve amicably the dispute without arbitration. Any arbitration hereunder shall be used: Except as otherwise expressly provided hereunder, conducted under the parties agree that any and all differences or disputes arising out rules of the Executive's employment American Arbitration Association. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Endo and Algos and the third shall be appointed by the two arbitrators; provided, however, if no mutually acceptable arbitrator can be agreed to by the first two arbitrators, a third shall be appointed by the American Arbitration Association. Any such arbitration shall beheld in New York, New York. The arbitrators shall have the authority to direct the Parties as to the manner in which the Parties shall resolve the disputed issues, to render a final decision with respect to such disputed issues, or cessation to grant specific performance with respect to any such disputed issue. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of employmentany award and an order of enforcement, as the case may be. Nothing in this Paragraph shall be construed to preclude either Party from seeking provisional remedies, including but not limited to, temporary restraining orders and preliminary injunctions from any court of competent jurisdiction, in order to protect its rights pending arbitration but such preliminary relief shall not be sought as a means of avoiding mediation and arbitration. In no event shall a demand for mediation and arbitration be made after the date when institution of a legal or equitable proceeding based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations. The prevailing Party in any legal or arbitration action shall be entitled, in addition to any other rights and remedies it may have to reimbursement for its out-of-pocket expenses incurred thereby, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, court costs and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employerreasonable attorney's fees.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30-) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's ’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("“ADR"”). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "“Mediation Notice"”) by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "“Arbitration Notice"”) by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this Agreement with respect to any breach of Section 8 7 of this Agreement. . (a) In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. . (b) In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association, as modified by this Agreement. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator arbitrator. The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. The arbitration award shall be accompanied by a written statement containing a summary of the issues in controversy, a description of the award, and an explanation of the reasons for the award. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. All mediation and arbitration proceedings shall be confidential. (c) The cost of any mediation proceeding under this Section 10 will 9 shall be paid entirely by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employer. Each party shall be responsible for its own cost of representation and counsel.

Mediation and Arbitration. If It is the Executive and the Employer have any intention of all parties that no dispute whatsoever relating under this Agreement or with respect to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt relationship between parties will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution subject of any differences court action or dispute has not been achieved to litigation in the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federallocal, state, or local statute, law, ordinance federal judicial system. The parties recognize that the problem resolution processes of mediation and arbitration are appropriate and preferable to resolve issues between the parties. If any party hereto wishes to resolve an issue under or regulation or under relating to this Agreement, then such party must give notice of a request for mediation to the other parties, which notice shall be resolved exclusively set forth the names of not less than three (3) mediators from the panel of JAMS/Endispute or the American Arbitration Association or other mutually agreed upon alternative dispute resolution service in Hillsborough County if mediation is commenced by Alternative Dispute Resolution described Digirad or in this Agreement ("ADR")San Diego County if mediation is commenced by MBR. The initiation party receiving such notice shall agree upon one or more such mediators with ten (10) days of ADR shall first require mediationreceipt of such notice and a mediation will be scheduled as soon as feasible between the parties and their respective advisors, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction their advisors will cooperate fully with respect to any breach sharing of Section 8 information and attendance at meetings in order to seek resolution. The parties will share mediation expenses with the party requesting the mediation, paying one-half of this Agreement. In such expense of the event that a party wishes to initiate ADR, a Mediation Notice must be served on mediator fees and the other party within six (6) months from paying the date on which the claim aroseother one-half of such expenses. If resolution of the matters between the parties cannot mutually agree on be resolved in mediation within twenty (20) days of the selection of a mediatormediator by the party receiving such notice, then a mediator the matter shall be presented to formal arbitration pursuant to the rules utilized by the alternative dispute resolution service selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single by an arbitrator to be from such service’s panel agreed upon by the parties, provided thatparties or, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and within ten (10) days of the two so named completion of mediation, by a panel of three (3) arbitrators from such panel selected by such service’s administrator. Arbitration shall name a third arbitrator The arbitration proceedings take place in the venue in which the mediation shall be heard by the arbitrator(s) have occurred as soon as possible and the decision of the arbitratorarbitrator panel shall be binding upon the parties for all purposes. The party which does not prevail in such proceeding or in any judicial proceeding shall pay all reasonable fees and costs, including attorneys’ and expert witness fees, incurred by the prevailing party relating to such proceeding, except that the arbitrator shall have discretion to reduce or eliminate such award of costs and fees if such award would be inequitable or unreasonable under the majority circumstances. It is the intention of the panel if one has been selected, parties that this Agreement shall be final construed and binding on the parties. Judgment interpreted in a fair and equitable manner based upon the arbitration award may be entered in any court facts and *** Portions of competent jurisdictionthis page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver circumstances of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost taking into account the present intention of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to have a fair and equitable agreement under the dispute; provided, however, that, if the dispute is resolved terms and conditions set forth in favor of the Executive, such cost shall be paid in full by the Employerthis Agreement.

Mediation and Arbitration. (a) If a dispute among the Executive and the Employer have any dispute whatsoever parties relating to this Agreement has not been resolved by negotiation among the interpretationparties, validity or performance the parties shall make a good faith attempt to settle such dispute by mediation pursuant to the provisions of this AgreementSection 9.2 before resorting to arbitration, litigation or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty resolution procedure. (30b) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, Unless the parties agree that any and all differences or disputes arising out otherwise, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the Executive's employment or cessation of employmentAmerican Arbitration Association (the "AAA") then in effect by a mediator who (i) has the qualifications and experience set forth in 9.2(c) below and, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described (ii) is selected as provided in this Agreement Section 9.2(d). ("ADR"). The initiation of ADR shall first require mediation, and c) Unless the parties agree to first try to settle any dispute through mediation. Mediation otherwise, the mediator shall be initiated a person with excellent academic and professional credentials who has had both training and experience as a mediator as a member of the AAA Mediation Panel or who is a lawyer or retired judge who has mediated cases for the federal or state courts or a reputable commercial ADR firm or not-for-profit ADR organization. (d) Either party (the "Initiating Party") may initiate mediation of the dispute by either giving the other party by (the serving of a "Recipient Party") written notice of intent to mediate (a "Mediation Notice") by one party upon setting forth a list of the othernames and resumes of qualifications and experience of three impartial persons who the Initiating Party believes would be qualified as a mediator pursuant to the provisions of Section 9.2(c) hereof. If no resolution has been mutually agreed through mediation within ninety (90) Within 15 days after the delivery of service of a the Mediation Notice, then and only then the Recipient Party may designate a person to serve as the dispute be submitted to arbitration. Arbitration mediator from among the three persons listed by the Initiating Party in the Mediation Notice (in which event such designated person shall be initiated the mediator). If none of the persons listed in the Mediation Notice is designated by the serving Recipient Party to serve as the mediator, the Counter-Notice should set forth a list of the names and resumes of three impartial persons who the Recipient Party believes would be qualified as a written notice mediator pursuant to the provisions hereof. Within 10 days after the delivery of intent the Counter-Notice, the Initiating Party may designate a person to arbitrate serve as the Mediator from among the three persons listed by the Recipient Party in the Counter-Notice (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement which event such designated person shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arosemediator). If the parties cannot mutually agree on a mediatormediator from the three impartial nominees submitted by each party, each party shall strike two names from the other party's list, and the two remaining persons on both lists will jointly select as the mediator any person who has the qualifications and experience set forth in Section 9.2(c) hereof. If they are unable to agree, then a the mediator will be selected by the President of the AAA or his regional designee. (e) Within 30 days after the Mediator has been selected as provided above, both parties and their respective attorneys shall meet with the Mediator for one mediation session of at least four hours, it being agreed that each party representative attending such mediation session shall be selected a Senior Party Representative with authority to settle the Dispute. If the dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give the other and the Mediator a written notice declaring the mediation process at an end, in accordance which event either party shall be free to pursue such remedies as it may elect. (f) All conferences and discussions which occur in connection with the Employment Mediation Rules mediation conducted pursuant to this Agreement shall be deemed settlement discussions, and nothing said or disclosed, nor any document produced, which is not otherwise independently discoverable shall be offered or for any other purpose in any current or future arbitration or litigation. (g) The parties will endeavor to amicably resolve any dispute controversy or claim arising out of the American Arbitration Associationor related to this Agreement, or breach thereof. In the event event, however, that mediation is unsuccessful and arbitration is initiatedany dispute, controversy or claim cannot be amicably resolved, it shall be finally settled by binding arbitration. Such arbitration shall be conducted under the National Rules of the Resolution of Employment Disputes of by the American Arbitration AssociationAssociation in Minneapolis, Minnesota, under that organization's commercial arbitration rules. There The expense of arbitration will be borne by the losing party. The parties further agree that the award of the arbitrator shall be a single arbitrator the final, sole, and exclusive remedy between them regarding any claims, counterclaims, issues, or accounting presented or pled to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings ; that is shall be heard by the arbitrator(s) nonappealable; that any monetary award shall be promptly paid, free of any tax, deduction or offsets; and the decision of the arbitratorthat any costs, fees, or taxes incident to enforcing the majority of the panel if one has been selected, award shall be final and binding on charged against the partiesparty resisting such enforcement. Judgment upon the arbitration award of the arbitrator may be entered and enforced in any court of competent jurisdiction. An Arbitration Notice must be served on having jurisdiction thereof. (h) All reasonable attorney's fees and costs incurred by the other prevailing party within one (1) year from the date on which the claim arosein any mediation or arbitration pursuant to this Agreement, and the failure to bring such a claim within such one-year period shall constitute a waiver cost of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings arbitration, shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost other party to the arbitration within five days after receipt of any arbitration proceeding will be shared equally written demand therefor from the prevailing party following the rendition of the written decision of the mediator or arbitrator, or as otherwise ordered by the parties mediator or arbitrator. On the application of such prevailing party before or after the initial decision of the mediator or arbitrator, and proof of its attorneys' fees and costs, the mediator or arbitrator shall order the other party to the disputemediation or arbitration to make the payments provided for in the preceding sentence; provided, however, thatthat if neither party prevails entirely, if the dispute mediator or arbitrator may, in his or her sole discretion, assess any part of such attorneys' fees and costs against a specified party. (i) Neither party, nor the mediator or arbitrator shall disclose the existence, content or results of any mediation or arbitration hereunder without the prior written consent of both parties. (j) Except as provided in Section 9.2(k), mediation or arbitration shall be the exclusive methods available for resolution of controversies and claims described in this Section 9.2, and the parties stipulate that the provisions hereof shall be a complete defense to any suit, action or proceeding in any court or before any administrator or arbitrator with respect to any such controversy or claim. The provisions of this Section 9.2 shall survive the termination or expiration of this Agreement. (k) Notwithstanding the terms of this Section 9.2 or any provision to the contrary in the Arbitration Rules, at any time before and after arbitration is resolved in favor initiated pursuant to the Arbitration Rules, the parties shall be free to apply to any court of competent jurisdiction for interim or conservatory measures (including temporary conservatory injunctions). The parties acknowledge and agree that any such action by a party shall not be deemed to be a breach of such party's obligation to arbitrate all disputes under this Section 9.2 or infringe upon the powers of any arbitrator. The parties hereby consent to the non-exclusive jurisdiction of the Executive, such cost shall be paid in full by U.S. District Court for the EmployerDistrict of Minnesota.

Mediation and Arbitration. If (a) In the Executive event of any controversy, dispute or claim between InnovaSafe and the Employer have any dispute whatsoever relating other party hereto that arises under or otherwise relates to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute shall be submitted to arbitration. Arbitration shall be initiated mediation facilitated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon as mutually approved by the parties, provided thatwhich approval shall not be unreasonably withheld or delayed by either party (“Mediator”). The parties agree to participate in good faith in the mediation conferences. Each party shall bear one-half (or its proportionate share if there are more than two parties) of the costs of the mediation, if including the Mediator’s fees. (b) If the parties are unable to agree upon resolve the claim, controversy or dispute through mediation, then it shall be decided by arbitration in Los Angeles County, California, in front of a single retired judge through the Judicial Arbitration and Mediation Service or, in its absence, any similar organization providing the arbitration services of retired judges (“JAMS”). If for any reason within 30 days of an arbitration demand, any other party to the Agreement fails to state in writing that it will cooperate in selecting the sole arbitrator, each then the remaining party shall name an select the arbitrator. If for any reason the sole arbitrator and is not selected within 45 days of the two so named written arbitration demand, then JAMS shall name a third have sole authority to assign one of its retired judges as the arbitrator that has experience with intellectual property law. The arbitration proceedings parties shall be heard by entitled to discovery to the arbitrator(s) full extent provided in civil actions pending in the Superior Court for Los Angeles County, with the arbitrator deciding any controversies arising during and the with respect to discovery. The decision of the arbitrator, or the majority of the panel if one has been selected, arbitrator with respect to any issues submitted for determination shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court all of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; this Agreement, provided, however, that, if however that the dispute is resolved in favor arbitrator shall not have the power to award punitive or exemplary damages. Not less than 21 days before the first scheduled session of the Executivearbitration hearing, such cost each party shall be paid deliver to the other: (i) a complete list of the names of the witnesses that the party will call to testify at the hearing; and (ii) a complete and accurate copy of each document the party will offer in full by evidence at the Employerhearing, excluding witnesses and documents that are used for impeachment.

Mediation and Arbitration. If Except as otherwise provided in Section 2(e), the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Non-Competition Agreement, or as otherwise agreed by the parties, any other controversy, dispute or claim between the parties arising out of, related to or in connection with this Agreement or the performance or breach hereof shall be submitted to and settled as follows: (i) All controversies or claims arising out of this Agreement, every reasonable attempt will be made or relating to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude settled in the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In first instance by non-binding mediation under the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Commercial Mediation Rules of the American Arbitration AssociationAssociation (“AAA”) in Little Rock, Arkansas as such rules are in effect on the date of delivery of demand for mediation. In The parties agree to use mutually acceptable professional mediation services. Each party shall pay its own expenses, including legal fees, and agree to share equally any other fees associated with the event that mediation, including the cost of the mediator. Unless a settlement is mutually agreed to in writing, the participants shall not be bound by the discussions or outcome of the mediation. (ii) If the dispute cannot be settled through mediation is unsuccessful and arbitration is initiatedwithin 30 days of the demand for same, it the dispute shall be submitted to arbitration conducted under by the National AAA in Little Rock, Arkansas, in accordance with the Commercial Arbitration Rules of the Resolution of Employment Disputes of AAA as then in effect; provided that the American Arbitration Association. There arbitration shall be by a single arbitrator mutually selected by Buyer on the one hand, and the Stockholders on the other hand, and if the parties do not agree within 20 days after the date of notification of a request for such arbitration made by either party, the selection of the single arbitrator shall be made by the AAA in accordance with said rules. All discovery will be completed, and the arbitration will commence, within 30 days after appointment of the arbitrator. Unless the arbitrator finds that exceptional circumstances justify delay, the hearing will be completed, and an award will be rendered in writing, within 15 days after commencement of the hearing. In addition to, and not in substitution for any and all other relief in law or equity that may be granted by the arbitrator, the arbitrator may grant equitable relief and specific performance to compel compliance hereunder. The determination of the arbitrator shall be agreed upon accompanied by a written opinion of the arbitrator and shall be final, binding and conclusive on the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of judgment on the arbitrator’s award, or the majority of the panel if one has been selectedincluding without limitation equitable relief and specific performance, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in and enforced by any court having jurisdiction thereof. (iii) The fees and expenses of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from AAA and of the date on which the claim arose, and the failure to bring such a claim within such one-year period arbitrator shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by Buyer on the one hand, and the Stockholders on the other hand. (iv) The provisions of this Section 14(h) shall not prohibit the parties from pursuing any injunctive relief, temporary restraining orders or other remedies in equity, available to the dispute; provided, however, that, if the dispute is resolved in favor parties for a breach or threatened breach of the Executive, such cost shall be paid in full by the Employerthis Agreement.

Mediation and Arbitration. (a) If a dispute among the Executive and the Employer have any dispute whatsoever parties relating to this Agreement has not been resolved by negotiation among the interpretationparties, validity or performance the parties shall make a good faith attempt to settle such dispute by mediation pursuant to the provisions of this AgreementSection 8.2 before resorting to arbitration, litigation or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty resolution procedure. (30b) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, Unless the parties agree that any and all differences or disputes arising out otherwise, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the Executive's employment or cessation of employmentAmerican Arbitration Association (the "AAA") then in effect by a mediator who (i) has the qualifications and experience set forth in 8.2(c) below and, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described (ii) is selected as provided in this Agreement Section 8.2(d). ("ADR"). The initiation of ADR shall first require mediation, and c) Unless the parties agree to first try to settle any dispute through mediation. Mediation otherwise, the mediator shall be initiated a person with excellent academic and professional credentials who has had both training and experience as a mediator as a member of the AAA Mediation Panel or who is a lawyer or retired judge who has mediated cases for the federal or state courts or a reputable commercial ADR firm or not-for-profit ADR organization. (d) Either party (the "Initiating Party") may initiate mediation of the dispute by either giving the other party by (the serving of a "Recipient Party") written notice of intent to mediate (a "Mediation Notice") by one party upon setting forth a list of the othernames and resumes of qualifications and experience of three impartial persons who the Initiating Party believes would be qualified as a mediator pursuant to the provisions of Section 8.2(c) hereof. If no resolution has been mutually agreed through mediation within ninety (90) Within 15 days after the delivery of service of a the Mediation Notice, then and only then the Recipient Party may designate a person to serve as the dispute be submitted to arbitration. Arbitration mediator from among the three persons listed by the Initiating Party in the Mediation Notice (in which event such designated person shall be initiated the mediator). If none of the persons listed in the Mediation Notice is designated by the serving Recipient Party to serve as the mediator, the Counter-Notice should set forth a list of the names and resumes of three impartial persons who the Recipient Party believes would be qualified as a written notice mediator pursuant to the provisions hereof. Within 10 days after the delivery of intent the Counter-Notice, the Initiating Party may designate a person to arbitrate serve as the Mediator from among the three persons listed by the Recipient Party in the Counter-Notice (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement which event such designated person shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arosemediator). If the parties cannot mutually agree on a mediatormediator from the three impartial nominees submitted by each party, each party shall strike two names from the other party's list, and the two remaining persons on both lists will jointly select as the mediator any person who has the qualifications and experience set forth in Section 8.2(c) hereof. If they are unable to agree, then a the mediator will be selected by the President of the AAA or his regional designee. (e) Within 30 days after the Mediator has been selected as provided above, both parties and their respective attorneys shall meet with the Mediator for one mediation session of at least four hours, it being agreed that each party representative attending such mediation session shall be selected a Senior Party Representative with authority to settle the Dispute. If the dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give the other and the Mediator a written notice declaring the mediation process at an end, in accordance which event either party shall be free to pursue such remedies as it may elect. (f) All conferences and discussions which occur in connection with the Employment Mediation Rules mediation conducted pursuant to this Agreement shall be deemed settlement discussions, and nothing said or disclosed, nor any document produced, which is not otherwise independently discoverable shall be offered or for any other purpose in any current or future arbitration or litigation. (g) The parties will endeavor to amicably resolve any dispute controversy or claim arising out of the American Arbitration Associationor related to this Agreement, or breach thereof. In the event event, however, that mediation is unsuccessful and arbitration is initiatedany dispute, controversy or claim cannot be amicably resolved, it shall be finally settled by binding arbitration. Such arbitration shall be conducted under the National Rules of the Resolution of Employment Disputes of by the American Arbitration AssociationAssociation in Minneapolis, Minnesota, under that organization's commercial arbitration rules. There The expense of arbitration will be borne by the losing party. The parties further agree that the award of the arbitrator shall be a single arbitrator the final, sole, and exclusive remedy between them regarding any claims, counterclaims, issues, or accounting presented or pled to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings ; that is shall be heard by the arbitrator(s) nonappealable; that any monetary award shall be promptly paid, free of any tax, deduction or offsets; and the decision of the arbitratorthat any costs, fees, or taxes incident to enforcing the majority of the panel if one has been selected, award shall be final and binding on charged against the partiesparty resisting such enforcement. Judgment upon the arbitration award of the arbitrator may be entered and enforced in any court of competent jurisdiction. An Arbitration Notice must be served on having jurisdiction thereof. (h) All reasonable attorney's fees and costs incurred by the other prevailing party within one (1) year from the date on which the claim arosein any mediation or arbitration pursuant to this Agreement, and the failure to bring such a claim within such one-year period shall constitute a waiver cost of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings arbitration, shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost other party to the arbitration within five days after receipt of any arbitration proceeding will be shared equally written demand therefor from the prevailing party following the rendition of the written decision of the mediator or arbitrator, or as otherwise ordered by the parties mediator or arbitrator. On the application of such prevailing party before or after the initial decision of the mediator or arbitrator, and proof of its attorneys' fees and costs, the mediator or arbitrator shall order the other party to the disputemediation or arbitration to make the payments provided for in the preceding sentence; provided, however, thatthat if neither party prevails entirely, if the dispute mediator or arbitrator may, in his or her sole discretion, assess any part of such attorneys' fees and costs against a specified party. (i) Neither party, nor the mediator or arbitrator shall disclose the existence, content or results of any mediation or arbitration hereunder without the prior written consent of both parties. (j) Except as provided in Section 8.2(k), mediation or arbitration shall be the exclusive methods available for resolution of controversies and claims described in this Section 8.2, and the parties stipulate that the provisions hereof shall be a complete defense to any suit, action or proceeding in any court or before any administrator or arbitrator with respect to any such controversy or claim. The provisions of this Section 8.2 shall survive the termination or expiration of this Agreement. (k) Notwithstanding the terms of this Section 8.2 or any provision to the contrary in the Arbitration Rules, at any time before and after arbitration is resolved in favor initiated pursuant to the Arbitration Rules, the parties shall be free to apply to any court of competent jurisdiction for interim or conservatory measures (including temporary conservatory injunctions). The parties acknowledge and agree that any such action by a party shall not be deemed to be a breach of such party's obligation to arbitrate all disputes under this Section 8.2 or infringe upon the powers of any arbitrator. The parties hereby consent to the non-exclusive jurisdiction of the Executive, such cost shall be paid in full by U.S. District Court for the EmployerDistrict of Minnesota.

Mediation and Arbitration. If Disputes between the Executive Licensee and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice ACMSS™ not resolved by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, direct discussion shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. mediation pursuant to the Commercial Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration AssociationAssociation (AAA). In The Parties shall select the event that mediator within fifteen (15) days of the request for mediation. Engaging in mediation is unsuccessful a condition precedent to any form of binding dispute resolution. If neither direct discussions nor mediation successfully resolves the dispute, and if the Parties do not mutually agree otherwise in writing, then the Parties shall submit the matter to binding arbitration is initiatedto be conducted before one arbitrator. All claims, it disputes and matters in question arising out of, or relating to, this Agreement shall be conducted under decided by arbitration in accordance with the National Commercial Arbitration Rules of the Resolution AAA then in effect. All claims and proceedings shall remain confidential. This agreement to arbitrate shall be specifically enforceable under the Federal Arbitration Act. An award entered in an arbitration proceeding shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. The costs of Employment Disputes any binding dispute resolution procedures and reasonable attorneys’ fees shall be borne by the non-prevailing Party, as determined by the arbitrator, up to an amount that shall not exceed $7,500, and the Parties shall share equally the full amount of the American Arbitration Associationarbitrators’ and AAA’s administrative fees of arbitration. There shall be a single arbitrator to be agreed upon by the partiesAll mediation, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator arbitration and the two so named shall name a third arbitrator The arbitration litigation proceedings shall be heard held in Orange County, California. Neither Party may commence arbitration if the claim or cause of action would be barred by the arbitrator(s) and applicable statute of limitations had the decision claim or cause of the arbitrator, action been filed in a state or the majority of the panel if one has been selected, federal court. An award entered in an arbitration proceeding pursuant to this Agreement shall be final and binding on the parties. Judgment upon the arbitration award Parties, and judgment may be entered upon an award in any court of competent having jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim aroseLICENSEE AND/OR ENTITIES HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in BangorLITIGATION, MaineOR COUNTERCLAIM BASED ON, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; providedOR ARISING OUT OF, howeverUNDER, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerOR IN CONNECTION WITH THIS AGREEMENT.

Mediation and Arbitration. If Disputes between the Executive Licensee and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice ACMSS not resolved by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, direct discussion shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. mediation pursuant to the Commercial Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration AssociationAssociation (AAA). In The Parties shall select the event that mediator within fifteen (15) days of the request for mediation. Engaging in mediation is unsuccessful a condition precedent to any form of binding dispute resolution. If neither direct discussions nor mediation successfully resolves the dispute, and if the Parties do not mutually agree otherwise in writing, then the Parties shall submit the matter to binding arbitration is initiatedto be conducted before one arbitrator. All claims, it disputes and matters in question arising out of, or relating to, this Agreement shall be conducted under decided by arbitration in accordance with the National Commercial Arbitration Rules of the Resolution AAA then in effect. All claims and proceedings shall remain confidential. This agreement to arbitrate shall be specifically enforceable under the Federal Arbitration Act. An award entered in an arbitration proceeding shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. costs of Employment Disputes any binding dispute resolution procedures and reasonable attorneys’ fees shall be borne by the non-prevailing Party, as determined by the arbitrator, up to an amount that shall not exceed $10,000, and the Parties shall share equally the full amount of the American Arbitration Associationarbitrators’ and AAA’s administrative fees of arbitration. There shall be a single arbitrator to be agreed upon by the partiesAll mediation, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator arbitration and the two so named shall name a third arbitrator The arbitration litigation proceedings shall be heard held in . Neither Party may commence arbitration if the claim or cause of action would be barred by the arbitrator(s) and applicable statute of limitations had the decision claim or cause of the arbitrator, action been filed in a state or the majority of the panel if one has been selected, federal court. An award entered in an arbitration proceeding pursuant to this Agreement shall be final and binding on the parties. Judgment upon the arbitration award Parties, and judgment may be entered upon an award in any court of competent having jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim aroseLICENSEE AND/OR ENTITIES HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in BangorLITIGATION, MaineOR COUNTERCLAIM BASED ON, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; providedOR ARISING OUT OF, howeverUNDER, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the EmployerOR IN CONNECTION WITH THIS AGREEMENT.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity arises out of or performance of in connection with this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to seek in good faith to settle the dispute by non-binding mediation administered by the American Arbitration Association (the "AAA") under its Commercial Mediation Procedures, before resorting to arbitration, litigation or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other partyresolution procedure. If a successful resolution of any differences or the dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety forty-five (9045) days of service the filing of a Mediation Noticesubmission to mediation or a written request for mediation with the AAA, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated settled by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected final and binding arbitration in accordance with the Employment Mediation Commercial Arbitration Rules of the American Arbitration Association. In AAA, and judgment upon the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon award rendered by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered and enforced in any court of competent jurisdiction. An Arbitration Notice must The mediation or arbitration shall be served held in New York, New York, which shall be the seat of mediation or arbitration. The arbitrator shall be selected by the parties hereto. If the parties hereto are unable to agree on the identity of the arbitrator within ten (10) days following the expiration of the said 45-day period, the arbitrator shall be appointed by the AAA. The parties agree that no mediator or arbitrator shall have the power to modify the terms of this Agreement. Except as may be required by law or to protect or pursue a legal right, neither of the parties hereto, their representatives, a witness, a mediator nor an arbitrator may disclose the existence, content, or results of any mediation or arbitration, as the case may be, hereunder without the prior written consent of the other party within one hereto. In the event of an urgent need for provisional measures arising (1x) year before the arbitration tribunal is constituted or (y) before or after mediation is commenced, either party is entitled to seek provisional measures from (i) the date on which single emergency arbitrator appointed pursuant to the claim aroseAAA's Optional Rules for Emergency Measures of Protection, or (ii) any court of competent jurisdiction, and any such request to a court shall not be deemed incompatible with the failure agreement to bring such a claim within such one-year period shall constitute arbitrate or a waiver of such claim and an absolute bar the right to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the disputearbitrate; provided, however, that, if after the dispute is resolved in favor three arbitrators are appointed, the arbitrators shall have sole jurisdiction to consider applications for provisional measures (including applications for urgent measures of protection) and any provisional measures ordered by the Executive, such cost arbitrator or arbitrators may be specifically enforced by any court of competent jurisdiction and any court proceeding that has commenced relating to provisional measures shall be paid in full by the Employerwithdrawn.

Mediation and Arbitration. If (a) In the Executive and the Employer have event of any dispute whatsoever dispute, claim, question or disagreement arising out of or relating to the interpretation, validity or performance of this Agreement, other than a matter for which a dispute resolution mechanism is specifically provided in this Agreement (including but not limited to a party's right to seek specific performance, judicial remedies or any injunctive relief as provided in Sections 4.04, 10.01, 10.02, or 13.15 hereof) the parties shall use reasonable efforts to settle such dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other, in good faith, and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If settlement is not otherwise possible within a reasonable time, the Chief Executive Officers, Chief Financial Officers, or other comparable or more senior executive officers of Elan and NOVA, or Firstar Corporation and NOVA Corporation, respectively, shall become involved in such efforts (provided, however, that in no event shall the officers designated by each party be a member of the Company's Management Committee). (b) If the parties do not reach such a solution within a period of thirty (30) days, then the parties agree first to endeavor in good faith to amicably settle their dispute arising out by mediation in accordance with the CPR Model Procedure for Mediation of this AgreementBusiness Disputes, every promulgated by the Center for Public Resources, New York City. (c) If mediation is unsuccessful within a reasonable attempt will be made to resolve any differences or dispute within time after commencement of proceedings as set forth above, but not less than thirty (30) days thereafter, the mediator shall so certify and the dispute shall be submitted to binding arbitration conducted in accordance with the CPR Rules for Non-Administered Arbitration of Business Disputes. Any controversy or dispute shall be arbitrated by a single arbitrator either mutually agreed upon by the parties or, absent agreement, appointed in accordance with the aforesaid CPR rules. No mediator under subsection (b), above, may serve as an issuance arbitrator. The arbitration shall be governed by the United States Arbitration Act, 9 USC 1-16, and judgment upon the award may be entered by any court having jurisdiction thereof. The arbitrator shall have case management authority and shall resolve the controversy in a final award within 180 days from commencement of written notice the arbitration action. All questions of arbitrability shall be resolved by either party the arbitrator appointed pursuant to this clause. The prevailing parties shall be entitled to receive an award of attorney's fees incurred in connection with the other partyarbitration and judicial proceedings related thereto. If a successful resolution There shall be no appeal from the arbitral award, except for fraud committed by the arbitrator(s) in carrying out his duties under the aforesaid rules; otherwise the parties irrevocably waive their rights to judicial review of any differences claim or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes controversy arising out of the Executive's employment or cessation of employment, including but not limited related to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement. (d) Unless otherwise agreed by the parties, the situs for dispute resolution shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement Washington, D.C. ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice"e) by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediatorCenter for Public Resources no longer promulgates rules as set forth above, then a mediator the mediation or binding arbitration shall be selected in accordance with administered under the Employment Mediation Rules rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules Association or such other recognized rules for resolution of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if disputes as the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employermutually agree.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment President’s employment, or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, mediation and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. . (a) In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. . (b) In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of for the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator arbitrator. The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the of a majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. . (c) The cost of any mediation proceeding under this Section 10 14 will be paid entirely by the EmployerCompany. The cost of any arbitration proceeding will shall be shared equally by the parties to the dispute; provided, however, that, that if the dispute is resolved in favor of the ExecutivePresident, such cost shall be paid in full by the EmployerCompany. Each party shall be responsible for its own cost of representation and counsel.

Mediation and Arbitration. If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30a) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties The Parties agree that any and all differences disputes, claims or disputes controversies arising out of the Executive's employment or cessation of employment, including but not limited related to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, including any Claims under any Applicable Law ("Disputes"), shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree submitted to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of If a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed Dispute is not resolved through mediation within ninety forty-five (9045) days from such submission, it shall be submitted for binding arbitration upon the demand of service either Party. Any mediation and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the rules of, the American Arbitration Association or JAMS, upon the election of the Party asserting the Dispute. In the event of any inconsistency between this Section 8.04 and any rule of the arbitration organization, this Section 8.04 will control. Except as otherwise provided for herein, neither Party will have the right to litigate Disputes. (b) DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES TO BE ARBITRATED ON A CLASS ACTION BASES OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER ENTITIES SIMILARLY SITUATED. Furthermore, Disputes brought by either Party against the other Party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all Parties. The Arbiters' authority to resolve Disputes and to make awards is limited to Disputes between the Parties alone, and is subject to the limitations of liability set forth in this Agreement. No arbitration award or decision shall be given preclusive effect as to issues or claims in any Dispute with anyone who is not a Mediation NoticeParty to the arbitration. The mediation/arbitration proceedings and all documentation and/or information related to such processes shall be deemed confidential. All offers, promises, conduct and statements, whether written or oral, made in the course of the negotiations and arbitration by any of the Parties, their Agents, experts, and by the Arbiters', are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or arbitration. Should any portion of this subclause (b) be stricken from this Agreement or deemed otherwise unenforceable, then and only then may the dispute be submitted to arbitration. Arbitration this entire Section 8.04 shall be initiated by the serving of a written notice of intent to arbitrate not apply, other than this sentence. (an "Arbitration Notice"c) by one party upon the other. Notwithstanding the foregoing, nothing the Parties expressly agree that a mediation or an arbitral tribunal appointed hereunder or under any of the Related Agreements may exercise jurisdiction with respect to Disputes or controversies arising under, out of, relating to or in connection with this Agreement and any of the Related Agreements, which are related by common questions of law or fact that could result in conflicting awards or obligations, and the Parties expressly consent to the consolidation of arbitrations commenced hereunder and/or under one or more of the Related Agreements. When arbitrations are consolidated as contemplated herein, they shall be deemed consolidated into the mediation or arbitration that commenced first, unless otherwise agreed by the Parties. (d) Subject to preclude the Employer from seeking temporary or permanent injunctive relief second sentence of subclause (e) below, the Parties shall be equally responsible for paying the mediation and arbitration fees (including filing, administrative, hearing and/or damages from other fees) incurred hereunder, provided by the rules of the arbitration organization selected in accordance with this Section 8.04. (e) The Parties agree that the Arbiters' decision shall be final and binding. The provisions of this Section 8.04 may be enforced in a court of competent jurisdiction with respect jurisdiction, and the Party seeking enforcement shall be entitled to any breach an award of Section 8 all costs, fees and expenses incurred in obtaining the enforcement of this Agreement. In provision to be paid to the event Party against whom enforcement is ordered. (f) Subject to Section 8.05, either Party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in Article V. For the avoidance of doubt, nothing in this Section 8.04 shall prevent either Party from seeking an injunction against the unauthorized use or disclosure of that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected Party's or its Affiliates' Intellectual Property or Confidential Information in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it Article V. The Parties shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law (without being required to post a bond or other security or provide special proof, which requirement GBT Holdco agrees to waive). (g) This arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be a single arbitrator to be agreed upon governed by the partiesFederal Arbitration Act, provided that9 U.S.C. Sections 1-16, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award as it may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall be paid in full by the Employeramended.

Mediation and Arbitration. If the Any dispute that may arise between Noble, Noble Services, and Executive and the Employer have any dispute whatsoever relating in reference to the interpretation, validity or performance of this Agreement, or the interpretation, application or construction thereof, and any other dispute matter, without limitation, arising out of this Agreement, every reasonable attempt will be made to resolve any differences Executive’s employment with Noble or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this AgreementNoble Services, shall be resolved submitted to mediation using a mediator or mediators and procedures that are mutually acceptable to Executive, Noble, and Noble Services. If mediation is not successful, the dispute shall be settled exclusively by Alternative Dispute Resolution described arbitration, conducted before an arbitrator in this Agreement ("ADR"). The initiation of ADR shall first require mediationMiddlesex County, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six (6) months from the date on which the claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected Connecticut in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of for the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the partiesAssociation then in effect. Judgment upon may be entered on the arbitration award may in any court having jurisdiction; provided, however, that Noble shall be entered entitled to seek a restraining order or injunction in any court of competent jurisdictionjurisdiction to prevent any continuation of any violation of the provisions of Sections 5 through 8 of the Agreement, and Executive hereby consents that such restraining order or injunction may be granted without requiring Noble to post a bond. An Arbitration Notice must be served Only individuals who are on the other party within one (1AAA register of arbitrators may be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) year from shall prepare written findings of fact and conclusions of law. It is mutually agreed that the date on which written decision of the claim arosearbitrator(s) shall be valid, binding, final and non-appealable; provided however, that Noble, Noble Services, and Executive agree that the failure arbitrator shall not be empowered to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to award punitive damages against any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writingparty. The cost of any mediation proceeding under this Section 10 arbitrator or mediator, as the case may be, shall require the non-prevailing party to pay the arbitrator’s or mediator’s full fees and expenses or, if in the arbitrator’s or mediator’s opinion there is no prevailing party, the arbitrator’s or mediator’s fees and expenses will be paid by the Employer. The cost of any arbitration proceeding will be shared borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties to the dispute; provided, however, that, if the dispute is resolved in favor of the Executive, such cost shall extent determined to be paid in full appropriate by the Employerarbitrator or the mediator, acting in its sole discretion.

Mediation and Arbitration. (i) If a dispute between the Executive parties arises from or relates to this Agreement or the breach thereof (a “Dispute”), and if the Dispute cannot be resolved through direct discussions between the parties, the parties agree to endeavor first to resolve the Dispute through a non-binding mediation hearing administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. Each party will appoint a senior executive with the authority to resolve the Dispute to participate in such a mediation hearing and may be represented by counsel at the mediation hearing. The mediation hearing will be completed in not more than sixty (60) business days. The parties will each bear their respective costs incurred in connection with a mediation hearing, except that they will share equally the fees and expenses of the mediation service, including the fees of the mediator. (ii) The parties further agree that any Dispute that is unresolved by the foregoing mediation hearing will be finally settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules (the “Rules”) and the Employer have any dispute whatsoever relating to the interpretation, validity or performance terms of this Agreement, or any other dispute arising out . The terms of this Agreement, every reasonable attempt Agreement will control in the event of any inconsistency between such terms and the Rules. The arbitration will be made conducted by a single arbitrator reasonably familiar with the technology and business covered by this Agreement selected by mutual agreement of the parties. If the parties fail to resolve any differences or dispute select the arbitrator within thirty (30) days following the date of either party's notice of arbitration, then the AAA will appoint the arbitrator in accordance with the Rules. The award of the arbitrator will be in writing setting forth findings of fact and conclusions of law. Judgment on the award rendered by the arbitrator will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. The place of arbitration will be San Francisco, California. The arbitrator’s fees will be shared equally by the parties and each party will bear its own costs and attorneys’ fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. Except as may be required by law, neither a party nor an issuance of written notice by either party to arbitrator may disclose the other party. If a successful resolution existence, content, or results of any differences or dispute has not been achieved to arbitration hereunder without the satisfaction prior written consent of both parties at the end of the 30-day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the otherparties. Notwithstanding the foregoingforegoing provisions, nothing each party reserves the right to seek injunctive or other equitable relief in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent injunctive relief and/or damages from a court of competent jurisdiction with respect to any breach of Section 8 of this Agreement. In the event that a party wishes to initiate ADRdispute, a Mediation Notice must be served on the other party within six (6) months from the date on which the controversy or claim arose. If the parties cannot mutually agree on a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties related to the dispute; providedactual or threatened infringement, however, that, if the dispute is resolved in favor misappropriation or violation of the Executive, such cost shall be paid in full by the Employera party’s intellectual property rights or Confidential Information.

Mediation and Arbitration. If a dispute arises between the Executive Seller and the Employer have any dispute whatsoever Purchaser prior to Closing relating to this Agreement, but not relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end disbursement of the 30-day periodDeposit by Escrow Agent, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all differences or disputes arising out of the Executive's employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, procedure shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties agree to first try to settle any dispute through mediation. Mediation shall be initiated by implemented before either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one pursues other available remedies except that either party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or permanent seek injunctive relief and/or damages from a court of competent jurisdiction with respect where appropriate in order to maintain the status quo while this procedure is being followed. (a) The Seller and Purchaser shall promptly and in any breach of Section 8 of this Agreement. In the event that within 15 days hold a party wishes to initiate ADRmeeting via telephone conference or in Dearborn, a Mediation Notice must be served on the Michigan, or such other party within six (6) months from the date on which the claim arose. If place as the parties cannot mutually agree on may agree, attended by persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a mediator, then a mediator shall be selected in accordance with the Employment Mediation Rules resolution of the American Arbitration Association. In the event that mediation is unsuccessful and arbitration is initiated, it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, provided that, if the parties are unable to agree upon a single arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or the majority of the panel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one (1) year from the date on which the claim arose, and the failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. The cost of any mediation proceeding under this Section 10 will be paid by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, however, thatthat no such meeting shall be deemed to vitiate or reduce the obligations and liabilities of the parties hereunder or be deemed a waiver by a party hereto of any remedies to which such party should otherwise be entitled hereunder. (b) If, within ten (10) days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation in Dearborn, Michigan, or such other place as the parties may agree, in accordance with the then-current Model Procedure for Mediation of Business Disputes of the Center for Public Resources and to bear equally the cost of mediation. (c) Seller and Purchaser will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the Center for Public Resources if they have been unable lo agree upon such appointment within five (5) days from the conclusion of the negotiation period. (d) Seller and Purchaser agree to participate in good faith in the mediation and negotiations related thereto for a period often (10) days. If the parties are not successful in resolving the dispute through the mediation, then the parties agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate state or federal court. If a dispute arises between the Seller and Purchaser after Closing or with regard to the disbursement of the Deposit by Escrow Agent, the procedure set forth above in subparagraph 17.01(a) shall be implemented before either party pursues other available remedies except that either party may seek injunctive relief from a court order where appropriate in order to maintain the status quo while this procedure is being followed. After following the procedure set forth in subparagraph 17.01 (a), if the dispute is resolved parties agree (which agreement shall be in favor each of the Executiveparties sole discretion) to submit the matter to mediation, such cost the procedures set forth in subparagraphs 17.01(b), (c) and (d) shall also be paid in full by the Employerfollowed.