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EXHIBIT 10.7
AGREEMENT
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This Agreement is made as of the 13th day of November,
1997, by and between Occidental Petroleum Corporation, a
Delaware corporation headquartered in California
(hereinafter, "Employer"), and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(hereinafter, "Employee").
WITNESSETH:
WHEREAS, Employee has been rendering services to
Employer since 1958, most recently as Chief Executive
Officer of MidCon Corp. (hereinafter "MidCon"), a wholly-
owned subsidiary of Employer, since April 1, 1986, and
WHEREAS, on October 6, 1997, Employer announced the
proposed divestiture of MidCon (hereinafter, the "MidCon
Divestiture"), and
WHEREAS, the parties now desire to address the specific
duties of Employee up until the date upon which the proposed
MidCon Divestiture is consummated (hereinafter, the "MidCon
Divestiture Date"), including his assistance in the effort
to divest MidCon, and thereafter in a more limited service
role, in each case on the terms and conditions specified
below, and
WHEREAS, the purpose of the Agreement is to specify the
rights and obligations of the parties relating to the
foregoing matters;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein set forth, Employer and
Employee hereby agree as follows:
1. Duties.
(a) Prior to the MidCon Divestiture Date, subject
to the early termination provisions of this Agreement,
Employee shall, for the compensation specified in
Paragraph 3(a) below, (i) serve as and perform the duties of
President and Chief Executive Officer of MidCon, or in such
other capacity and with such other duties for Employer or
any of the subsidiaries of Employer or any corporation
affiliated with Employer as the Chief Executive Officer of
Employer may direct, and (ii) assist Employer in such manner
as may be requested from time to time by the Chief Executive
Officer of Employer in its efforts to divest MidCon. In
performing duties hereunder, Employee shall comply with
Employer's Code of Business Conduct and Corporate Policies,
as the same may be amended from time to time, and shall not
render paid or unpaid services on a self-employed basis or
to any other employer.
(b) In the event that the MidCon Divestiture
occurs during the term of this Agreement and while Employee
is still serving Employer as President and Chief Executive
Officer of MidCon pursuant to Paragraph 1(a) above, then
subsequent to the MidCon Divestiture Date and for the
balance of the term of this Agreement, Employee shall, for
the compensation specified in Clause 3(b)(i) below, make
himself available, as Employer may from time to time request
in writing, on reasonable notice, to consult with Employer
with respect to its business affairs and operations, in Los
Angeles or at such other places as Employer may from time to
time request. During this post-divestiture period, Employee
shall comply with Employer's Code of Business and Corporate
Policies, as the same may be amended from time to time and
shall not accept employment with, or act as a consultant
for, or perform services for any person, firm or corporation
directly or indirectly engaged in any business competitive
with Employer, without the prior written consent of
Employer.
2. Term. The term of this Agreement shall extend for
a period of five (5) years, commencing on November 13, 1997,
and ending midnight November 12, 2002, unless terminated
prior thereto in accordance with the provisions of this
Agreement.
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3. Compensation.
(a) For all services performed pursuant to
Paragraph 1(a) above prior to the MidCon Divestiture Date,
subject to the early termination provisions of this
Agreement, Employee shall receive a salary from Employer at
the rate of Five Hundred Ninety Thousand Dollars ($590,000)
per annum, payable semi-monthly. Employee's salary shall be
subject to annual increase (and, as part of across the board
reductions for other officers of Employer, decrease) at the
reasonable discretion of the Board of Directors of Employer
and its Compensation Committee. Employee shall not receive
any salary pursuant to this Paragraph 3(a) after the MidCon
Divestiture Date.
(b) In the event that the MidCon Divestiture
occurs during the term of this Agreement and while Employee
is still serving Employer as President and Chief Executive
Officer of MidCon pursuant to Paragraph 1(a) above, then
subsequent to the MidCon Divestiture Date Employee shall be
entitled to receive:
(i) an Incentive Bonus equal to three times
(3x) his then current salary under Paragraph 3(a)
above, payable in equal semi-monthly installments over
the period from the MidCon Divestiture Date to
November 12, 2002, which Incentive Bonus payments shall
constitute Employee's sole compensation for his
services under Paragraph 1(b) of this Agreement, and
(ii) if, and only if, (A) Employer terminates
Employee following the MidCon Divestiture Date, or
(B) Employee becomes an employee of the entity (or any
subsidiary or affiliate thereof) that acquires MidCon
(the "MidCon Acquiror") and subsequently leaves the
employment of the MidCon Acquiror on or before
November 12, 2002, a Severance Bonus equal to two times
(2x) his then current salary under Paragraph 3(a),
payable within ten (10) business days after Employee
ceases to be employed by either Employer or the MidCon
Acquiror.
During the post-divestiture period described in this
Paragraph 3(b), fifty percent (50%) of all remuneration or
wages earned by Employee, either as an employee, independent
contractor or consultant to any person, firm or corporation,
which is determined by the Chief Executive Officer of
Employer to be a major competitor of Employer, shall be set
off against Employer's duty of compensation to Employee; in
furtherance of the
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foregoing, Employee shall promptly notify Employer of his
employment in any capacity during such period and of the
amount of remuneration or wages he has received or will
receive. In the event that Employee becomes entitled to the
bonuses described in this Paragraph 3(b), and thereafter
dies prior to his having received the full amount of such
bonuses, the entire unpaid balance of such bonuses shall
thereupon be paid to his estate.
4. Participation in Benefit Programs.
(a) Prior to the MidCon Divestiture Date, while
Employee is serving under Paragraph 3(a) above, Employee
shall be eligible to participate in (i) all benefit programs
and under the same terms and conditions as are generally
applicable to salaried employees and senior executives of
Employer (including the senior executive deferred
compensation plan and the 1988 deferred compensation plan),
except that Employee shall be eligible to participate in the
MidCon Retirement Plan, Savings Plan and Supplemental
Retirement Plan, rather than Employer's versions of such
plans, (ii) the MidCon ESOP plan, and (iii) Employer's
Incentive Compensation Plan and 1995 Incentive Stock Plan,
in all cases for so long as such programs and plans remain
in effect, and Employee shall also be eligible to receive
awards or grants under such Plans at Employer's sole
discretion.
(b) During the limited service periods specified
in Paragraph 1(b) above and Paragraph 6(c) below,
(i) Employee shall be eligible to
(A) participate in employee benefit programs of
Employer, including the medical and dental programs,
PRA and PSA, under the same terms and conditions as are
generally applicable and available to salaried
employees and senior executives, except for incentive
compensation programs such as the incentive cash bonus
and stock awards and option programs, and (B) exercise
all stock options previously granted to Employee under
Employer's 1987 Stock Option and 1995 Incentive Stock
Plan, which options are or become exercisable under the
provisions of such Plans; and
(ii) Any awards to Employee pursuant to
Employer's 1977 Executive Long-Term Incentive Stock
Purchase Plan and 1995 Incentive Stock Plan shall
continue to vest in the same manner and in the same
amounts as such awards would have vested if Employee
had continued as a full-time employee.
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5. Duty of Loyalty. While Employee is receiving any
payment or compensation in accordance with the provisions of
this Agreement, Employee shall not act in a disloyal manner
to Employer.
6. Termination Prior to the MidCon Divestiture.
(a) Cause. Prior to the MidCon Divestiture Date,
notwithstanding the term of this Agreement, Employer may
discharge Employee and terminate this Agreement without
severance or other pay upon one week's written notice or pay
in lieu of such notice for cause, including without
limitation, (i) failure to satisfactorily perform his duties
or responsibilities hereunder or negligence in complying
with Employer's legal obligations, (ii) refusal to carry out
any lawful order of Employer, (iii) breach of any legal duty
to Employer, (iv) breach of Paragraph 5 of the Agreement, or
(v) conduct constituting moral turpitude or conviction of a
crime which may diminish Employee's ability to effectively
act on Employer's behalf or with or on behalf of others, or
(vi) death.
(b) Incapacity. If, prior to the MidCon
Divestiture Date, Employee is incapacitated from performing
the essential functions of his job pursuant to this
Agreement by reason of illness, injury, or disability,
Employer may terminate this Agreement by at least one week's
written notice to Employee, but only in the event that such
conditions shall aggregate not less than one hundred eighty
(180) days during any twelve month period. In the event
Employee shall (i) continue to be incapacitated subsequent
to termination for incapacity pursuant to this Paragraph
6(b), and (ii) be a participant in and shall qualify for
benefits under Employer's Long Term Disability Plan ("LTD"),
then Employer will continue to compensate Employee, for so
long as Employee remains eligible to receive LTD benefits,
in an amount equal to the difference between 60% of
Employer's annual compensation as set forth in Paragraph
3(a) hereof and the maximum annual benefit under the LTD,
payable monthly on a prorated basis.
(c) Without Cause. Prior to the MidCon
Divestiture Date, Employer may at any time terminate the
employment of Employee without cause or designate a
termination for cause as a termination without cause, and in
such event Employer shall, in lieu of continued employment,
compensate Employee at the rate and in the manner provided
in Paragraph 3(a) hereof for a period after termination
equivalent to (i) 2 years,
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or (ii) until the expiration of this Agreement, whichever of
(i) or (ii) is shorter in time. At the end of that period,
Employee will receive a salary at the annual rate of
$50,000, payable semi-monthly, until November 12, 2002.
From the date of such termination through November 12, 2002,
Employee shall make himself available, as Employer may from
time to time request in writing, on reasonable notice, as a
source of information to Employer with respect to the
business affairs and operations of MidCon and its affiliates
wherein he has knowledge, or with respect to other matters
deemed by Employer to be within his expertise, in Los
Angeles and at such other places as Employer may from time
to time request. All remuneration or wages earned by
Employee in excess of $590,000, either as an employee,
independent contractor or consultant to any person, firm or
corporation, other than Employer, shall be set off against
Employer's duty of compensation to Employee under this
Paragraph 6(c); in furtherance of the foregoing, Employee
shall promptly notify Employer of his employment in any
capacity during such period and of the amount of
remuneration or wages he has received or will receive.
(d) The divestiture of MidCon shall not
constitute a termination for the purposes of this
Paragraph 6. In the event of a MidCon Divestiture, Employee
shall be entitled to compensation only pursuant to
Paragraph 3(b) of this Agreement.
7. Confidential Information. Employee agrees that he
will not divulge to any person, nor use to the detriment of
Employer or any of its affiliates or subsidiaries, nor use
in any business or process of manufacture competitive with
or similar to any business or process of manufacture of
Employer or any of its affiliates or subsidiaries, at any
time during employment by Employer or thereafter, any trade
secrets or confidential information obtained during the
course of his employment with Employer, without first
obtaining the written permission of Employer. Employee
agrees that, at the time of leaving the employ of Employer,
he will deliver to Employer, and not keep or deliver to
anyone else, any and all credit cards, notes, notebooks,
memoranda, documents and, in general, any and all material
relating to Employer's business, including copies thereof,
whether in paper or electronic format.
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8. Relocation. In the event that Employee elects to
relocate and such relocation is not covered by his new
employer at the time of such relocation, then, in such
event, Employee's relocation shall be covered by and subject
to Employer's written relocation policy as effective on
November 13, 1997, but only if such relocation is within the
continental United States.
9. Resignations. Effective on the MidCon Divestiture
Date, Employee shall resign as Executive Vice President of
Employer, as President and Chief Executive Officer of MidCon
and from each other office or directorship in which he
serves subsidiaries or affiliated companies of Employer.
10. Modification. This Agreement contains all the
terms and conditions agreed upon by the parties hereto, and
no other agreements, oral or otherwise, regarding the
subject matter of this Agreement shall be deemed to exist or
bind either of the parties hereto. This Agreement cannot be
modified except by a subsequent writing signed by both
parties.
11. Prior Agreement. This Agreement supersedes and
replaces any and all previous agreements between the
parties.
12. Severability. If any provision of this Agreement
is illegal and unenforceable in whole or in part, the
remainder of the Agreement shall remain enforceable to the
extent permitted by law.
13. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of
California. In the event that any ambiguity or questions of
intent or interpretation arise, no presumption or binder of
proof shall arise favoring or disfavoring Employer by virtue
of authorship of this Agreement and the terms and provisions
of this Agreement shall be given their meaning under law.
14. Assignment. This Agreement shall be binding upon
Employee, his heirs, executors and assigns and upon
Employer, its successors and assigns.
15. Arbitration. In consideration for entering into
this Agreement and for the position, compensation, benefits
and other promises provided hereunder, Employee and Employer
agree to be bound by the arbitration provisions attached
hereto as Attachment 1 and incorporated herein by this
reference.
[signatures appear on the following page]
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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day and year first above written.
OCCIDENTAL PETROLEUM CORPORATION
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Attachment 1
ARBITRATION PROVISIONS ("Provisions")
Incorporated by Reference into and Made a Part of the
Agreement, dated as of November 13, 1997 (the "Agreement"),
between
Occidental Petroleum Corporation (the "Employer")
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employee")
In recognition of the fact that differences may arise
between the Employer and the Employee arising out of or
relating to certain aspects of the Employee's employment
with the Employer or the termination of that employment, and
in recognition of the fact that resolution of any
differences in the courts is rarely timely or cost-effective
for either party, the Employer and Employee have agreed to
the incorporation of the Provisions into the Agreement in
order to establish and gain the benefits of a speedy,
impartial and cost-effective dispute resolution procedure.
By so doing, the Employer and the Employee mutually agree to
arbitrate Claims (as defined below) and each knowingly and
voluntarily waive their rights before a jury. Each party's
promise to resolve Claims (as defined below) by arbitration
in accordance with these Provisions is consideration for the
other party's like promise, in addition to any other
consideration.
1. Claims
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1.1 Except as provided in Paragraph 1.2 below,
"Claims" (collectively called "Claim" or "Claims" in these
Provisions) means all claims or controversies between the
Employer and Employee or between the Employee and others
arising out of, or relating to or concerning the Employee's
employment with the Employer or termination thereof for
which a state or federal court otherwise would be authorized
to grant relief, including, but not limited to, claims based
on any purported breach of contract, tort, state or federal
statute or ordinance, common law, constitution or public
policy, claims for wages or other compensation, or of
discrimination, or violation of public policy of any type.
Claims expressly include the Employee's Claims against the
Employer, and any subsidiary and related or affiliated
entity, successor or assign, and any of their officers,
directors, employees, managers, representatives, attorneys
or agents, and Claims against others arising out of,
relating to or concerning the Employee's employment with the
Employer or termination thereof.
1.2 These Provisions do not apply to or cover: claims
for workers' compensation benefits, claims for unemployment
compensation benefits, or claims for which the National
Labor Relations Board has exclusive jurisdiction; claims by
the Employer for injunctive and/or other equitable relief
for intellectual property, unfair competition and/or the use
and/or unauthorized disclosure of trade secrets or
confidential information; and claims based upon an employee
pension or benefit plan the terms of which contain an
arbitration or other non-judicial resolution procedure, in
which case the provisions of such plan shall apply.
Employee shall further retain the right to seek injunctive
and/or other equitable relief expressly made available by a
statute which forms
the basis of a Claim which is subject to arbitration under
these Provisions. Where one or more of the included Claims
in a dispute are covered under these Provisions and one or
more of the included Claims in the dispute are not covered
under these Provisions, such covered and non-covered claims
shall be separated and shall be heard separately in the
appropriate forum for each claim.
2. Agreement to Arbitrate All Claims
---------------------------------
2.1 Except for claims excluded from these Provisions
by Paragraph 1.2 above and as otherwise provided in
Paragraph 1.2 and 4.1, the Employer and the Employee hereby
agree to the resolution by exclusive, final and binding
arbitration of all Claims.
2.2 The parties further agree that any issue or
dispute concerning the formation, applicability,
interpretation, or enforceability of these Provisions,
including any
claim or contention that all or any part of these Provisions
is void or voidable, shall be subject to arbitration as
provided herein. The arbitrator, and not any federal, state
or local court or agency, shall have authority to decide any
such issue or dispute.
3. Governing Law
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3.1 Except as modified by these Provisions, the
arbitration shall be conducted pursuant to the rules set
forth in the California Arbitration Act, California Civil
Code or Procedure Section 1281, et. seq.
3.2 The Arbitrator shall apply the substantive law
(and the law of remedies, if applicable) of the State of
California, or federal law, or both, as applicable to the
Claims asserted.
4. Binding Effect
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4.1 The arbitration Award (see Section 10, herein)
shall be final and binding on the parties except that both
parties shall have the right to appeal to the appropriate
court any errors of law in the decision rendered by the
Arbitrator.
4.2 The Award may be entered as a judgment in any
court of competent jurisdiction and shall serve as a bar to
any court action for any Claim or allegation which was, or
could have been, raised in Arbitration.
4.3 For Claims covered by these Provisions,
Arbitration is the exclusive remedy, except as provided by
Paragraph 1.2. The parties shall be precluded from bringing
or raising in court or before any other forum any dispute
which could have been brought or raised pursuant to
Arbitration.
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4.4 Nothing in these Provisions shall prevent a party
from pursuing any legal right to bring an action to vacate
or enforce an Award or to compel arbitration pursuant to
applicable California law.
5. Initiating Arbitration
To initiate the arbitration process, the aggrieved
party must provide the other party or parties with: a
written request to arbitrate any covered Claims which states
the Claim or Claims for which arbitration is sought. The
written request to arbitrate must be received within the
limitations periods applicable under the law to such Claims.
6. Selection of the Arbitrator
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6.1 All Claims shall be decided by a single neutral
decision-maker, called the "Arbitrator."
6.2 To be qualified to serve, the Arbitrator must be
an attorney in good standing with at least seven years
experience in employment law or a retired judge and be
available to hear the matter within sixty (60) days of
selection and on consecutive days.
6.3 Within fifteen calendar days after receipt of the
written request to arbitrate, the parties will attempt to
agree on the selection of a qualified Arbitrator pursuant to
Paragraph 6.2 above. If the parties fail to agree on the
selection of an Arbitrator within that fifteen calendar day
period, the Employer will designate an alternate dispute
resolution service (by way of example, American Arbitration
Association, National Arbitration Forum, Judicial
Arbitration and Mediation Services/Endispute) which has the
capacity of providing the parties with a list of potential
qualified arbitrators. The parties shall request that
designated alternate dispute resolution service to provide
them with a list of nine persons who meet the requirements
of Paragraph 6.2 above. Each party shall rate the nine
names by giving the most preferred arbitrator the number
nine and using descending successive numbers to rate the
remaining choices in descending order of that party's
preference and returning the list to the alternate dispute
resolution service for calculation. The arbitrator
candidate with the highest combined rating will be the
Arbitrator. The functions of the alternate dispute
resolution service shall be strictly limited to providing
the list of arbitrator candidates and tallying the
respective parties' ratings of the candidates in accordance
with this Section 6 and no rules of that service shall
otherwise apply.
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7. Arbitration Procedures:
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7.1 All parties may be represented by counsel
throughout the arbitration process, including without
limitation, at the arbitration hearing.
7.2 The Arbitrator shall afford each party a full and
fair opportunity to present relevant and material proof, to
call and cross-examine witnesses, and to present its
argument.
7.3 The Arbitrator shall not be bound by any formal
rules of evidence with the exception of applicable law
regarding the attorney-client privilege and work product
doctrine, and any applicable state or federal law regarding
confidentiality of documents and other information
(including, without limitation, pursuant to rights of
privacy).
7.4 The Arbitrator shall decide the relevance of any
evidence offered, and the Arbitrator's decision on any
question of evidence or argument shall be final and binding.
7.5 The Arbitrator may receive and consider the
evidence of witnesses by affidavit and shall give it such
weight as the Arbitrator deems appropriate after
consideration of any objection made to its admission.
7.6 Either party, at its expense, may arrange and pay
for the cost of a court reporter to provide a stenographic
record of the proceedings. The other party may obtain a
copy of the recording by paying the reporter's normal fee
for such copy. If both parties agree to utilize the
services of a court reporter, the parties shall share the
expense equally and shall be billed and responsible for
payment individually.
7.7 Either party shall have the right to file an pre-
or post-hearing brief. The time for filing such briefs
shall be set by the Arbitrator.
7.8 The Arbitrator has authority to entertain a
written or oral motion to dismiss and motion for summary
judgment, dispositive of all or part of any Claim, to which
the Arbitrator shall apply the standards governing such
motions under the Federal Rules of Civil Procedure.
8. Discovery
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8.1 Discovery shall be governed by this Paragraph 8,
notwithstanding Code of Civil Procedure Section 1283.05 to
the contrary.
8.2 Discovery shall be conducted in the most
expeditious and cost-effective manner possible, and shall be
limited to that which is relevant and for which the party
seeking it has substantial, demonstrable need.
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8.3 All parties shall be entitled to receive,
reasonably prior to the hearing, copies of relevant
documents which are requested in writing, clearly described
and governed by Paragraph 8.2 above, and sought with
reasonable advance notice given the nature of the requests.
Upon request, Employee shall also be entitled to a true copy
of his or her personnel file kept in the ordinary course of
business and pursuant to the Employer policy. Any other
requests for documents shall be made by subpoena as provided
for in Section 9 herein.
8.4 Except as mutually agreed by the parties, all
parties shall be entitled to submit no more than twenty
interrogatories (including subparts) and twenty requests for
admission (including subparts), on each of the other
parties, which are requested in writing, clearly described
and governed by Paragraph 8.2 above, and sought with
reasonable advance notice given the nature of the requests.
8.5 Upon reasonable request and scheduling, each party
shall be entitled to take three depositions in total of
relevant parties, representative of the opposing party, or
third parties, of up to two days duration each.
8.6 Physical and/or mental examinations may be
conducted in accordance with the standards established by
the Federal Rules of Civil Procedure.
8.7 At a mutually agreeable date, the parties will
exchange lists of experts who will testify at the
arbitration. Each party may depose the other party's
experts and obtain documents they reviewed and relied upon
and these depositions will not be charged against the
party's limit of three depositions.
8.8 Any disputes relative to discovery or requests for
discovery other than specifically provided for herein, shall
be presented to the Arbitrator who shall make final and
binding decisions in accordance with Paragraphs 8.1 and 8.2
herein.
9. Subpoenas
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9.1 Subject to formal request and a determination of
both need and relevance by the Arbitrator in accordance with
Paragraphs 8.1 and 8.2 above, each party may issue a
subpoena for production of documents or persons (other than
those provided for in Sections 8.3, 8.5 and 8.7) relevant to
the procedure. The Arbitrator's decision regarding
relevance and the need for subpoenas shall be final and
binding.
9.2 The Arbitrator is empowered to subpoena witnesses
or documents to the extent permitted in a judicial
proceeding, upon his or her own initiative or at the request
of a party.
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9.3 The party requesting the production of any witness
or proof shall bear the costs of such production.
10. The Award
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10.1 The Arbitrator shall render his or her decision
and award (collectively the "Award") based solely on the
evidence and authorities presented, the applicable policies
of the Employer, any applicable written employment
agreement, the applicable law argued by the parties, and
these Provisions as interpreted by the Arbitrator.
10.2 The Award shall be made promptly by the
Arbitrator, and unless otherwise agreed by the parties, not
later than sixty (60) days from the closing of the hearing,
or the date post-hearing briefs are filed, whichever is
later.
10.3 The Award shall be in writing and signed and dated
by the Arbitrator. The Award shall decide all issues
submitted, shall contain express findings of fact and law
(including findings on each issue of fact and law raised by
a party), and provide the reasons supporting the decision
including applicable law. The Arbitrator shall give signed
and duplicate original copies of the Award to all parties at
the same time.
11. Damages and Relief
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11.1 The Arbitrator shall have the same authority to
award remedies and damages as provided to a judge and/or
jury under applicable state or federal laws, where the
aggrieved party has met his or her burden of proof.
11.2 Both parties have a duty to mitigate their damages
by all reasonable means. The Arbitrator shall take a
party's failure to mitigate into account in granting relief
in accordance with applicable state and federal law.
11.3 Arbitration of damages or other remedies may be
conducted in a bifurcated proceeding.
12. Fees and Expenses
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12.1 All parties shall share equally the fees of the
Arbitrator. Each party will deposit funds or post other
appropriate security for its share of the Arbitrator's fee,
in an amount and manner determined by the Arbitrator, at
least ten (10) days before the first day of hearing.
Additionally, each party shall pay for its own expenses
associated with the arbitration process and attorneys' fees,
if any. If any party prevails on a statutory claim which
entitles the prevailing party to attorneys' fees, or if
there is a written agreement providing for fees, the
Arbitrator may award reasonable fees to the prevailing party
in accordance with such statute or agreement.
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12.2 The Arbitrator may additionally award either party
its reasonable attorneys' fees and costs, including
reasonable expenses associated with production of witnesses
or proof, upon a finding that the other party (a) engaged in
unreasonable delay, or (b) failed to comply with the
Arbitrator's discovery order.
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