Common use of Alternative Dispute Resolution Clause in Contracts

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advice.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim Any dispute arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved in accordance with the procedures specified in this Article i, which shall be the sole and exclusive procedures for the resolution of any such disputes The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by arbitration in Illinois under the auspices negotiation between senior executives of the American Arbitration AssociationParties who have authority to settle the controversy. Any Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) Days after delivery of the notice, the receiving Party shall submit to the other a written response. The costs of arbitration, including notice and the fees and expenses of the arbitration, response shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: include (a) any claim by Employee for medical a statement of each Party's position and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; a summary of arguments supporting that position, and (b) the name and title of the senior executive who will represent that Party and of any Charge other person who will accompany such executive. Within thirty (30) Days after delivery of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissiondisputing Party's notice, the Illinois Department designated senior executives of Human Rightsboth Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the dispute has not been resolved by negotiation of the designated senior executives of the Parties within sixty (60) Days of the receiving Party's receipt of the disputing Party's notice, or if the Parties failed to meet within thirty (30) Days of the receiving Party's receipt of the disputing Party's notice, the Chicago Commission on Human Relations, or charges filed with Parties shall endeavor to settle the National Labor Relations Board dispute by mediation under the National Labor Relations Actthen-current CPR Institute for Dispute Resolution mediation procedure in effect on the date of this Agreement. Unless otherwise agreed, the Parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party may seek from any court having jurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect its rights or property or maintain the status quo before, during or after the pendency of the mediation proceeding. The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either Party may initiate litigation upon thirty (30) Days' written notice to the other Party; or provided, however, that if one Party has requested the other to participate in any of the above non-binding procedures and the other has failed to participate, the requesting Party may initiate litigation before expiration of the above period. The prevailing Party in the resolution of any dispute hereunder shall be entitled to have its costs and expenses incurred in the prosecution of such dispute (cincluding, without limitation, reasonable attorneys' fees and expenses) any claim reimbursed by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of other Party promptly after the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advice.resolution thereof

Alternative Dispute Resolution. Employee and Employer acknowledge and In the event of any dispute between the parties relating to this Agreement, the parties agree that the Alternative following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution described Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in this paragraph is a mutual condition of their employment relationshipthe Dispute, and that both Parties had the opportunity to negotiate over the terms a period of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreementat least ten (10) days after a Dispute Notice is given. The Parties acknowledge and senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that their mutual forbearance progress towards a resolution is being made. Step Two of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Alternate Dispute Resolution provisionrequires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The Company mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and Employee mutually agree thatmay be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, excluding (b) the Employee’s post-employment obligations as set forth mediator concludes and informs the parties in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereofwriting that further efforts would not be useful, or any other dispute between (c) the partiesparties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties heretoto agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, except this cost by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be waived entered by any court having jurisdiction thereof. The place of arbitration shall be ▇▇▇▇▇▇ County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Employer where such fees are discouraged or prohibited by applicable lawAgreement. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The All costs of arbitration, arbitration including the fees and expenses of the arbitration, arbitrator(s) shall be shared borne equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceparties.

Alternative Dispute Resolution. Employee Except for actions involving requests by the Company for injunctive relief under section 9 hereof, the parties hereto hereby knowingly, voluntarily, and Employer acknowledge and irrevocably agree that the Alternative Dispute Resolution described any disputes or conflicts in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim way arising out of or relating to to: (i) this Agreement or (ii) the performance or breach thereofof any of the matters described herein, may be mediated or any other dispute arbitrated, at the written election of either party hereto. If a party makes a proper election to mediate under this paragraph, but such mediation efforts fail to resolve the subject dispute(s) between the parties, the parties shall be submitted bound to mediation before resolve the subject dispute(s) by binding arbitration; provided that nothing in this sentence shall be read to require a mutually agreeable mediatorparty to first elect to mediate any dispute hereunder prior to electing to arbitrate. If the subject dispute(s) are ultimately resolved by arbitration, which cost is the parties hereto irrevocably agree to be borne equally bound by all findings of fact and conclusions of law of the parties hereto, except arbitrator selected. The election of a party under this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy paragraph shall be resolved by delivery of written notice to the opposing party; provided that if a legal proceeding relating to the subject dispute (other than a proceeding for injunctive relief under section 9 hereof) has previously been filed in any court of competent jurisdiction, then such notice of election under this paragraph shall be delivered within ninety (90) days of the date the electing party receives service of process in such legal proceeding. Any such mediation or arbitration shall be conducted in Illinois Palo Alto, California, and shall proceed in accordance with the Employment Dispute rules of JAMS/ENDISPUTE COMPANY (the "JAMS Rules"), including selection of a single mediator and/or arbitrator. If as of the date of a proper election made by a party under this paragraph, the auspices JAMS Rules are not then in effect, the mediation and/or arbitration shall proceed in accordance with the commercial rules of the American Arbitration Association. The costs All federal and state substantive and procedural laws applicable to this agreement relating to arbitration or mediation of arbitration, including the fees and expenses of the arbitration, conflicts shall be shared equally fully complied with by the parties. Unless the parties unless otherwise required by law agree, each party may conduct discovery prior to any mediation or directed by the arbitrator arbitration hearing in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company accordance with the U.S. Equal Employment Opportunity Commission, the Illinois Department California rules of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenantcivil procedure and evidence. Additionally, nothing in this Alternative Dispute Resolution provision is intended there shall be no evidence by affidavit allowed, and each party shall disclose a list of all documentary evidence to be used, a list of all witnesses, and experts to be called by the party at least twenty (20) days prior to the mediation or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required arbitration hearing. To the maximum extent permitted by law, regulationeach party knowingly, voluntarily, and intentionally waives any right to consequential, exemplary, or legal process; and (e) requesting or receive confidential legal advicepunitive damages regardless of the forum for the proceedings. The provisions of this Section 10 shall survive the termination of this Agreement for any reason whatsoever.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim Any dispute arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved in accordance with the procedures specified in this Article K, which shall be the sole and exclusive procedures for the resolution of any such disputes. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by arbitration negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. Any party may give the other party written notice of any dispute not resolved in Illinois under the auspices normal course of business. Within fifteen (15) Days after delivery of the American Arbitration Associationnotice, the receiving party shall submit to the other a written response. The costs of arbitration, including notice and the fees and expenses of the arbitration, response shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: include (a) any claim by Employee for medical a statement of each party’s position and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any Charge other person who will accompany the executive. Within thirty (30) Days after delivery of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissiondisputing party's notice, the Illinois Department executives of Human Rightsboth parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the Chicago Commission on Human Relationsdispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or charges filed with if the National Labor Relations Board parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the National Labor Relations Act; then current CPR Institute for Dispute Resolution mediation procedure in effect on the date of this Agreement. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party may seek from any court having jurisdiction hereof any interim, provisional or (c) injunctive relief that may be necessary to protect the rights or property of any claim by party or maintain the Company status quo before, during or after the pendency of the mediation proceeding. The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or equitable reliefobligation of either Party to submit the dispute to negotiation and mediation as described above, including without limitation any claims related to unauthorized disclosure or disputes arising from the exercise of confidential informationsuch interim, trade secrets, intellectual property, unfair competition, breach provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the above non-solicitation covenantbinding procedures and the other has failed to participate, or breach the requesting party may initiate litigation before expiration of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceabove period.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described THE PARTIES TO THIS AGREEMENT HEREBY EXPRESS THAT ALL DISPUTES, CONTROVERSIES OR CLAIMS OF ANY KIND AND NATURE BETWEEN THE PARTIES HERETO, ARISING OUT OF OR IN ANY WAY RELATED TO THE WITHIN AGREEMENT, ITS INTERPRETATION, PERFORMANCE OR BREACH, SHALL BE RESOLVED EXCLUSIVELY BY THE FOLLOWING ALTERNATIVE DISPUTE RESOLUTION MECHANISMS: (a) Negotiation — The parties hereto shall first engage in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity good faith effort to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any such controversy or claim arising out of by communications between them. Said Negotiations may be oral or relating written. To the extent that they are oral, they should be confirmed in writing. (b) Should the above-stated negotiations be unsuccessful, the parties shall engage in mediation using one mediator pursuant to the American Arbitration Association Commercial Mediation Rules, or such other mediation rule as the parties may otherwise agree to choose. (c) Should the above-stated mediation be unsuccessful, the parties shall agree to arbitrate any such controversy or claim with the express understanding that this Agreement is affected by interstate commerce in that the goods and services which are the subject matter of this Agreement, pass through interstate commerce. Said arbitration shall be conducted pursuant to the American Arbitration Association Commercial Arbitration Rules (the “Arbitration Rules”) or such other arbitration rule as the breach thereof, or any other dispute parties may otherwise agree to choose. (d) The cost of the above-stated mediation shall be borne equally between the parties, . The cost of the above-stated arbitration shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by party against whom an award is issued and in favor of the Employer where such fees are discouraged or prohibited by applicable lawprevailing party. In either event, each party shall bear the event the Parties fail to agree on a mediatorcost of its own attorney’s fees and costs. THE PARTIES UNDERSTAND AND AGREE (i) THAT EACH OF THEM IS WAIVING RIGHTS TO SEEK REMEDIES IN COURT, or INCLUDING THE RIGHT TO A JURY TRIAL; (ii) THAT PRE-ARBITRATION DISCOVERY IN ARBITRATION PROCEEDINGS IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS; AND (iii) THAT THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING, AND (iv) EITHER PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS, IS STRICTLY LIMITED. The venue for mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy and/or arbitration under this paragraph shall be resolved by arbitration in Illinois under the auspices City of the American Arbitration Association. The costs M▇▇▇▇▇▇▇▇▇, State of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceAlabama.

Alternative Dispute Resolution. Employee 12.13.1 In the event of any controversy, dispute or claim arising out of or in connection with this Agreement, the parties will endeavor to negotiate a mutually satisfactory solution. If a mutually satisfactory solution cannot be reached, the dispute shall, at either party’s written demand, be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by one arbitrator appointed in accordance with such Rules. The arbitration shall take place in New York, New York. The arbitration shall be held in the English language. The decision of the arbitrator shall be final and Employer acknowledge binding upon the parties and their respective personal representatives, heirs, devisees, successors and assigns. Judgment may be entered on the arbitrator’s award in any court having proper jurisdiction. The costs of arbitration, including attorneys’ fees, shall be awarded by the arbitrator to the prevailing party. 12.13.2 Each party agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding with respect to any matters for which it has submitted to jurisdiction pursuant to Section 12.2 [Governing Law]. Both Parties waive application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents. 12.13.3 The arbitrator shall be authorized to apportion its fees and expenses and the reasonable attorney’s fees and expenses of the parties as the arbitrator deems appropriate. In the absence of any such apportionment, the prevailing party in any arbitration or other proceeding shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable fees of attorneys and other professionals. 12.13.4 The parties agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationshipSection 12.13 has been included to resolve rapidly and inexpensively any claims or disputes between them with respect to this Agreement, and that both Parties had the opportunity this Section 12.13 shall be grounds for dismissal of any action commenced by any party in any court with respect to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employmentany controversy, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy dispute or claim arising out of or relating to this Agreement (or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicehereof).

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described THE PARTIES TO THIS AGREEMENT HEREBY EXPRESS THAT ALL DISPUTES, CONTROVERSIES OR CLAIMS OF ANY KIND AND NATURE BETWEEN THE PARTIES HERETO, ARISING OUT OF OR IN ANY WAY RELATED TO THE WITHIN AGREEMENT, ITS INTERPRETATION, PERFORMANCE OR BREACH, SHALL BE RESOLVED EXCLUSIVELY BY THE FOLLOWING ALTERNATIVE DISPUTE RESOLUTION MECHANISMS: (a) Negotiation -- The parties hereto shall first engage in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity good faith effort to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any such controversy or claim arising out of by communications between them. Said Negotiations may be oral or relating written. To the extent that they are oral, they should be confirmed in writing. (b) Should the above-stated negotiations be unsuccessful, the parties shall engage in mediation using one mediator pursuant to the American Arbitration Association Commercial Mediation Rules, or such other mediation rule as the parties may otherwise agree to choose. (c) Should the above-stated mediation be unsuccessful, the parties shall agree to arbitrate any such controversy or claim with the express understanding that this Agreement is affected by interstate commerce in that the goods and services which are the subject matter of this Agreement, pass through interstate commerce. Said arbitration shall be conducted pursuant to the American Arbitration Association Commercial Arbitration Rules (the "Arbitration Rules") or such other arbitration rule as the breach thereof, or any other dispute parties may otherwise agree to choose. (d) The cost of the above-stated mediation shall be borne equally between the parties, . The cost of the above-stated arbitration shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by party against whom an award is issued and in favor of the Employer where such fees are discouraged or prohibited by applicable lawprevailing party. In either event, each party shall bear the event the Parties fail to agree on a mediatorcost of its own attorney's fees and costs. THE PARTIES UNDERSTAND AND AGREE (i) THAT EACH OF THEM IS WAIVING RIGHTS TO SEEK REMEDIES IN COURT, or INCLUDING THE RIGHT TO A JURY TRIAL; (ii) THAT PRE-ARBITRATION DISCOVERY IN ARBITRATION PROCEEDINGS IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS; AND (iii) THAT THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING, AND (iv) EITHER PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS, IS STRICTLY LIMITED. The venue for mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy and/or arbitration under this paragraph shall be resolved by arbitration in Illinois under the auspices City of the American Arbitration Association. The costs Montgomery, State of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceAlabama.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that 23.1 In the Alternative Dispute Resolution described in this paragraph is a mutual condition event of their employment relationshipany dispute, and that both Parties had controversy, claim or difference arising between the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising parties out of or relating to in connection with this Agreement or the breach thereofagreement, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by senior representatives of the parties heretoshall, except this cost within 10 Business Days of a written request from either party to the other, meet in a good faith effort to resolve the dispute without recourse to legal proceedings. 23.2 If the dispute or difference is not resolved as a result of such meeting, either party may (at such meeting or within 14 days from its conclusion) propose to the other in writing that structured negotiations be waived by entered into with the Employer where such fees assistance of a mediator or neutral advisor ("Mediator"). 23.3 If the parties are discouraged or prohibited by applicable law. In the event the Parties fail unable to agree on a mediatorMediator or if the Mediator agreed upon is unable or unwilling to act, either party shall, within 14 days from the date of the proposal to appoint a Mediator or within 14 days of notice to either party that the original Mediator is unable or unwilling to act, apply to the Centre for Dispute Resolution ("CEDR") to appoint a Mediator. 23.4 The parties shall, within 14 days of the appointment of the Mediator, meet with the Mediator in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations to be held. The mediation is unsuccessful shall be conducted in resolving accordance with the claim CEDR model mediation procedure. 23.5 Unless concluded with a written legally binding agreement, all negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. 23.6 If the parties accept the Mediator's recommendations or controversy within one (1) month after otherwise reach agreement on the commencement resolution of mediationthe dispute, such claim or controversy agreement shall be resolved reduced to writing and, once it is signed by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitrationtheir duly authorised representatives, shall be shared equally binding on the parties. Such agreement shall be implemented in full within 90 days of signature, failing which it shall be rendered null and void (and may not be referred to any subsequent legal proceedings) unless legal proceedings have been initiated to enforce it by either party within a further 90 days. 23.7 Failing agreement, either of the parties unless otherwise required by law or directed by may invite the arbitrator Mediator (who shall be under no obligation to comply with such invitation) to provide a non-binding but informative opinion in arbitrator’s awardwriting on the matter. Notwithstanding Any such opinion shall not be an attempt to anticipate what a court might order but rather the Mediator's suggestions as to the settlement terms which are considered appropriate in all the circumstances. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any other provision proceedings arising in connection with this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under agreement without the Workers’ Compensation Act or unemployment compensation benefits under prior written consent of both parties. 23.8 If the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against parties fail to reach agreement in the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach structured negotiations within 60 days of the non-solicitation covenant, Mediator being appointed then any dispute or breach of difference between them may be referred to the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceCourts.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim Any dispute arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved in accordance with the procedures specified in this Article K, which shall be the sole and exclusive procedures for the resolution of any such disputes. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by arbitration negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. Any party may give the other party written notice of any dispute not resolved in Illinois under the auspices normal course of business. Within fifteen (15) Days after delivery of the American Arbitration Associationnotice, the receiving party shall submit to the other a written response. The costs of arbitration, including notice and the fees and expenses of the arbitration, response shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: include (a) any claim by Employee for medical a statement of each party’s position and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any Charge other person who will accompany the executive. Within thirty (30) Days after delivery of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissiondisputing party’s notice, the Illinois Department executives of Human Rightsboth parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the Chicago Commission on Human Relationsdispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or charges filed with if the National Labor Relations Board parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the National Labor Relations Act; then current CPR Institute for Dispute Resolution mediation procedure in effect on the date of this Agreement. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party may seek from any court having jurisdiction hereof any interim, provisional or (c) injunctive relief that may be necessary to protect the rights or property of any claim by party or maintain the Company status quo before, during or after the pendency of the mediation proceeding. The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or equitable reliefobligation of either Party to submit the dispute to negotiation and mediation as described above, including without limitation any claims related to unauthorized disclosure or disputes arising from the exercise of confidential informationsuch interim, trade secrets, intellectual property, unfair competition, breach provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the above non-solicitation covenantbinding procedures and the other has failed to participate, or breach the requesting party may initiate litigation before expiration of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceabove period.

Alternative Dispute Resolution. Employee For any and Employer acknowledge and agree that all claims, disputes, or controversies arising under, out of, or in connection with this Agreement, except issues relating to the validity, construction or effect of any Patent Right, which the parties shall be unable to resolve within sixty (60) days, then either party may after such sixty (60) day period advise the other party of its intent to pursue such claim, dispute, or controversy in Alternative Dispute Resolution described (ADR) in this paragraph is a mutual condition writing which describes in reasonable detail the nature of their employment relationshipsuch dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party and that both Parties had shall additionally have advised the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth party in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance writing of the right to proceed name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, such representatives shall agree upon a third party, which is in court alone acts as sufficient consideration to support all the business of their obligations under this providing Alternative Dispute Resolution provision(ADR) services (hereinafter, “ADR Provider”) and shall schedule a date with such ADR Provider to engage in ADR. The Company and Employee mutually agree thatThereafter, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out representatives of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful shall engage in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration good faith in Illinois an ADR process under the auspices of the American Arbitration Associationselected ADR Provider. The costs of arbitration, including If within the fees and expenses aforesaid ten (10) business days after the date of the arbitration, shall be shared equally by notice of dispute the representatives of the parties unless otherwise required by law have not been able to agree upon an ADR Provider and schedule a date to engage in ADR, or directed by if they have not been able to resolve the arbitrator dispute within thirty (30) business days after the conclusion of ADR, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in arbitrator’s awardeither the state or federal courts of Colorado, to whose jurisdiction for such purposes each of LICENSOR and LICENSEE hereby irrevocably consents and submits. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionallyforegoing, nothing in this Alternative Dispute Resolution provision is intended Section 11.8 shall be construed to waive any rights or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting timely performance of any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceobligations existing under this Agreement.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described THE PARTIES TO THIS AGREEMENT HEREBY EXPRESS THAT ALL DISPUTES, CONTROVERSIES OR CLAIMS OF ANY KIND AND NATURE BETWEEN THE PARTIES HERETO, ARISING OUT OF OR IN ANY WAY RELATED TO THE WITHIN AGREEMENT, ITS INTERPRETATION, PERFORMANCE OR BREACH, SHALL BE RESOLVED EXCLUSIVELY BY THE FOLLOWING ALTERNATIVE DISPUTE RESOLUTION MECHANISMS: (a) Negotiation -- The parties hereto shall first engage in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity good faith effort to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any such controversy or claim arising out of by communications between them. Said Negotiations may be oral or relating written. To the extent that they are oral, they should be confirmed in writing. (b) Should the above-stated negotiations be unsuccessful, the parties shall engage in mediation pursuant to the American Arbitration Association Commercial Mediation Rules, or such other mediation rule as the parties may otherwise agree to choose. (c) Should the above-stated mediation be unsuccessful, the parties shall agree to arbitrate any such controversy or claim with the express understanding that this Agreement is affected by interstate commerce in that the goods and services which are the subject matter of this Agreement, pass through interstate commerce. Said arbitration shall be conducted pursuant to the American Arbitration Association Commercial Arbitration Rules (the "Arbitration Rules") or such other arbitration rule as the breach thereof, or any other dispute parties may otherwise agree to choose. (d) The cost of the above-stated mediation shall be borne equally between the parties, . The cost of the above-stated arbitration shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by party against whom an award is issued and in favor of the Employer where such fees are discouraged or prohibited by applicable lawprevailing party. In either event, each party shall bear the event the Parties fail to agree on a mediatorcost of its own attorney's fees and costs. THE PARTIES UNDERSTAND AND AGREE (i) THAT EACH OF THEM IS WAIVING RIGHTS TO SEEK REMEDIES IN COURT, or INCLUDING THE RIGHT TO A JURY TRIAL; (ii) THAT PRE-ARBITRATION DISCOVERY IN ARBITRATION PROCEEDINGS IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS; AND (iii) THAT THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING, AND (iv) EITHER PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS, IS STRICTLY LIMITED. The venue for mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy and/or arbitration under this paragraph shall be resolved by arbitration in Illinois under the auspices City of the American Arbitration Association. The costs Birmingham, State of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceAlabama.

Alternative Dispute Resolution. Employee Except for claims for payment of past due amounts owed to PTH under this Agreement, unjust enrichment, ratification of account or account stated, and Employer acknowledge and agree that the Alternative Dispute Resolution liens, alter ego or entity claims related to unpaid amounts owing to PTH or claims for equitable relief as described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms Section 28 of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employmentAgreement, Employee’s receipt in the event of compensation and other benefits from Employera dispute, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any claim or controversy or claim arising out of or relating to this Agreement or an alleged breach thereof (a “Dispute”), the breach thereofParties agree to exclusively attempt to resolve such Dispute through the alternative dispute resolution process set forth in this Section 25 prior to the filing and initiation of any litigation. A Party shall send written notice to the other Party of any Dispute (the “Dispute Notice”). The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves, including not fewer than two (2) virtual, teleconference or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally in-person negotiation sessions attended by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable lawat least one executive officer of each Party. In the event that such Dispute is not resolved on an informal basis within ten (10) business days after one Party delivers the Dispute Notice to the other Party, whether the negotiation sessions take place or not, either Party may, by written notice to the other Party (the “Escalation Notice”), refer such Dispute to the highest ranking executives of each Party (the “Executives”). If the Executives cannot resolve any Dispute during the time period ending thirty (30) days after the date of the Escalation Notice (the last day of such time period, the “Mediation Date”), then either Party may initiate mediation. At any time after the Mediation Date, the Parties fail may submit the Dispute to agree on any mutually agreed to mediation service for mediation by providing to the mediation service a mediatorjoint, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of written request for mediation, such claim or controversy shall be resolved by arbitration in Illinois under setting forth the auspices subject of the American Arbitration AssociationDispute and the relief requested. The costs of arbitrationParties shall cooperate with one another in selecting a mediation service, including and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation. The Parties agree that the mediator’s fees and expenses of and the arbitration, shall costs incidental to the mediation will be shared equally by between the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceParties.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of shall attempt by direct negotiation, between the right Project Team, or pertinent members, in good faith to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, resolve promptly any controversy or claim dispute arising out of or relating to this Agreement or Agreement. If the breach thereofmatter cannot be resolved in the normal course of business either Party shall give the other Party written notice of any such dispute not resolved at which time the dispute shall be referred to the senior management of the respective Parties who shall likewise attempt to resolve the dispute. If the dispute has not been resolved by negotiation as detailed above, or any other if the Parties fail to meet, within twenty (20) business days from such notice, then the Parties shall endeavor to settle the dispute between by mediation under the partiessupervision of and in accordance with the CPR Model Mediation Procedure for Business Disputes in Europe. Unless otherwise agreed, both parties or each individual party may request the CPR to appoint an independent mediator. The language of the mediation shall be submitted to in English and the seat of mediation before a mutually agreeable mediatorshall be agreed upon by both parties and, which cost is to in the event the parties do not timely agree, the seat will be borne equally determined by the parties heretomediator. If the dispute has not been resolved by mediation as detailed above, except this cost either party may be waived by submit the Employer where such fees are discouraged or prohibited by applicable lawdispute to arbitration to the CPR for resolution in accordance with the CPR Arbitration Rules and Commentary. A single, impartial arbitrator mutually acceptable to the Parties shall conduct the arbitration. In the event the Parties fail to cannot agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy an arbitrator within one ten (110) month business days after the commencement end of mediationthe aforesaid twenty (20) business days, such claim or controversy either Party may have an arbitrator appointed by the CPR. The location of the arbitration shall be resolved by arbitration in Illinois under London, United Kingdom, unless the auspices Parties agree otherwise. As a condition of appointment of the American Arbitration Associationarbitrator, said arbitrator shall agree to use her/his best efforts to conclude the proceeding within thirty (30) business days. The costs Said arbitrator shall further have the authority to limit the volume of arbitration, including the fees evidence and expenses of the arbitration, shall documents to be shared equally submitted by the parties unless otherwise required by law or directed Parties. Any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator arbitrator. This § 13.2 shall, however, not be construed to limit or to preclude either Party from bringing any action in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge court of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company competent jurisdiction for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, other provisional relief as necessary or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceappropriate.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that In the Alternative Dispute Resolution described in this paragraph is event of a mutual condition of their employment relationship, and that both Parties had dispute between the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim parties arising out of or relating to this Agreement Agreement, or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by shall submit the Employer where such fees are discouraged or prohibited by applicable lawdispute to nonbinding mediation and shall make a good-faith effort to resolve the dispute through the mediation process. In the event the Parties fail dispute is not resolved through mediation within 30 days following written notice by one party that it desires to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of enter into mediation, then such claim or controversy dispute shall be resolved exclusively and finally by binding arbitration in Illinois under by three arbitrators who will be appointed and will act as follows: The party requesting arbitration shall, simultaneously with such request, appoint one arbitrator and shall notify the auspices other of such appointment together with such arbitrator's acceptance. Within 30 days from the receipt of such notice, the other party shall appoint another arbitrator and shall notify the requesting party of such appointment together with the second arbitrator's acceptance. The third arbitrator, who shall act as chairman of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitrationarbitration panel, shall be shared equally appointed by the other two arbitrators within the following 30 days. Each party agrees to respond within three business days to any reasonable request for information made by the arbitrators. In the event either party fails to appoint an arbitrator or in the event no agreement is reached between the two arbitrators as to the appointment of the chairman of the arbitration panel in accordance with the foregoing provisions, such The arbitrators shall apply the arbitration rules of the AAA, and the arbitration proceedings shall take place in Westchester County, New York. The award of the arbitrators shall be final and shall not be subject to any appeal or challenge whatsoever. The arbitrators will not be required to file their award with any body or authority whatsoever. In the event arbitration proceedings are initiated under this section, pending such proceedings and until a final award is rendered pursuant thereto, any subsequent controversy arising between the parties shall be exclusively submitted for final decision by the arbitrators in the arbitration proceedings already pending. The arbitrators shall be instructed by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s awardto include an award for reasonable attorneys' fees, arbitrators' fees, expert witnesses, travel and other costs incurred. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge If a dispute arises out of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, an alleged breach of this Agreement (other than Provider's failure to make timely payments due to Company), then the non-solicitation covenantparties agree to continue to perform their respective obligations under this Agreement until an agreement is reached through mediation or the arbitrators render a decision, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision whichever is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceapplicable.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree ▇▇▇▇▇ agrees that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationshipany dispute, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating in any way to the Property or this Agreement or the breach thereof, agreement or any other dispute between the partiesright, shall be submitted to mediation before a mutually agreeable mediatorduty, obligation, act or omission which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged touches or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in concerns this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential informationany dispute concerning the construction, trade secretsvalidity, intellectual propertyinterpretation, unfair competition, breach of the non-solicitation covenant, enforceability or breach of this agreement shall be exclusively resolved by binding arbitration. The arbitration shall be conducted by a single arbitrator in Bexar County, Texas. The Arbiter shall be a retired/former District Judge of the non-competition covenantState of Texas. AdditionallyThe laws of the State of Texas shall be applied in any arbitration proceeding without regard to principles of conflict of laws. Any discovery and the limits of said discovery shall be within the sole discretion of the arbitrator, nothing whose decision regarding the amount and scope of discovery shall be final and not subject to review. In any arbitration proceedings, each party will be responsible for its own attorney fees and incurred costs notwithstanding any law to the contrary. The arbitrator shall have the authority to award all relief that a District Court in this Alternative Dispute Resolution provision is intended to or Texas could award excepting arbitration costs and attorney fees, which shall prohibit, prevent, or otherwise restrict Employee or Employer from: be borne by the party paying the same. The cost of the arbitration and any fees charged by the arbitrator shall be (a1) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agencyBuyer shall select a single Arbiter; (b2) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in Seller shall select a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal processsingle Arbiter; and (e3) the Arbiters selected by Buyer and Seller shall select an arbiter to resolve the substance of the dispute. If any party fails to properly select an Arbitrator as is set forth herein within 10 days of demand to select by the other party, then the Arbitrator selected by the other party shall be the arbitrator of the matter. The parties further agree that if any party seeks injunctive relief (in conjunction with any other type of relief) in a Court of competent jurisdiction, and to the extent that a District Court provides any type of Temporary Restraining Order and/or Injunction that any Arbitrator who is subsequently appointed shall have the authority to review the Restraining Order and/or Injunction, including the dissolving of the same. Any relief issued by the Arbitrator may be reduced to a Judgment in the Court of competent jurisdiction and all writs/processes/orders which may be necessary to enforce the Arbitration Award/Judgment are available to the requesting or receive confidential legal adviceparty.

Alternative Dispute Resolution. Employee and Employer acknowledge and The Parties agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationshipall claims, controversies and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim disputes arising out of or relating to this Agreement or the breach thereofAgreement, or any other dispute between to the partiesbreach, termination, interpretation or validity thereof (“Disputes”), shall be submitted handled as follows: a. The Party initiating the Dispute shall first give notice of the Dispute to the other Party. Executives (of each Party) having authority to settle the Dispute shall then meet, negotiate and endeavor in good faith to resolve the Dispute. If such executives fail to meet or are unable to resolve the Dispute within thirty (30) Days after the notice from the Party initiating the Dispute, the Parties shall endeavor in good faith to settle the dispute by mediation before under the Mediation Procedure of the CPR Institute for Dispute Resolution (“CPR”) in effect on the date of this Agreement. b. The Parties have agreed that CPR shall select a mutually agreeable mediatormediator in any such Dispute, which cost is and such person will agree to serve in that capacity and to be borne equally by available on reasonable notice. If the parties heretoforegoing selected individual becomes unwilling or unable to serve, except this cost may be waived by the Employer where such fees are discouraged CPR shall appoint another mediator. If neither of these two selected individuals is able or prohibited by applicable law. In the event willing to serve, the Parties fail to will agree on a mediatorsubstitute with the assistance of CPR. Unless otherwise agreed in writing, or mediation is unsuccessful in resolving the claim or controversy within one Parties will select a mediator from the CPR Panels of Distinguished Neutrals. Each Party agrees to bear fifty percent (150%) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitrationmediation costs, including the fees and expenses of the arbitrationmediator; provided, however, each Party shall bear and pay all fees and expenses of its own attorneys, accountants, experts and witnesses. c. If the Dispute has not been resolved by mediation within sixty (60) Days after the mediator has commenced such mediation, such Dispute shall be shared equally settled by binding “baseball” arbitration (pursuant to which each Party submits a proposed monetary award for the dispute to the arbitrator and the arbitrator chooses one such proposed award, without modification, as his decision) in accordance with the CPR Rule for Non-Administered Arbitration in effect on the date of this Agreement by a sole arbitrator agreed to by the parties unless otherwise required Parties. If the Parties cannot agree upon the arbitrator, such arbitrator shall be an arbitrator recommended by law or directed the CPR Institute for Dispute Resolution from the CPR Panel of Distinguished Neutrals. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, to the exclusion of state laws inconsistent therewith, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Except as the Parties may otherwise agree, the place of the arbitration will be Houston, Texas. The arbitrator shall not be empowered to award damages in arbitrator’s award. Notwithstanding any other provision excess of compensatory damages except to the extent such excess damages would be recoverable under the indemnity obligations in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach Agreement of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceParty liable therefore.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationshipAny controversy, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy dispute or claim arising out of or in connection with or relating to this Agreement Agreement, or the breach thereofbreach, termination or validity hereof or any other transaction contemplated hereby (any such controversy, dispute between the parties, or claim being referred to as a “Dispute”) shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved finally settled by arbitration conducted expeditiously in Illinois under accordance with the auspices Commercial Arbitration Rules then in force (the “AAA Rules”) of the American Arbitration AssociationAssociation (the “AAA”). The costs There shall be a panel of arbitrationthree arbitrators who shall be appointed pursuant to AAA procedures, including in each case, within fifteen (15) business days following receipt by the fees and expenses respondent(s) of a demand for arbitration in any such proceeding. Each of the arbitration, arbitrators shall be shared equally by an attorney with no less than fifteen (15) years’ experience in the parties unless otherwise required by practice of business law or directed by (preferably with experience in the arbitrator acquisition and financing of businesses such as those engaged in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company and the Subsidiaries at the time such dispute arises) who shall not have performed any services for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach any of the non-solicitation covenant, parties or breach person controlled by any of the non-competition covenantparties for a period of five years prior to the date the demand for arbitration is received by the respondent(s). AdditionallyAny arbitration pursuant to this Section shall take place in Rochester, nothing New York. A final award shall be rendered as soon as reasonably possible and, in any event, within ninety (90) days of the appointment of the panel of arbitrators; provided, however, that if the arbitrators determine by majority vote that fairness so requires, such ninety (90) day period may be extended by no more than sixty (60) additional days. The parties agree that the arbitrators shall have the right and power to shorten the length of any notice periods or other time periods provided in the AAA Rules and to implement Expedited Procedures under the AAA Rules in order to ensure that the arbitration process is completed within the time frames provided herein. The arbitration decision or award shall be reasoned and in writing. Judgment on the decision or award rendered by the arbitrators may be entered and specifically enforced in any court having jurisdiction thereof. Notwithstanding the provisions of Section 10.5, any arbitration held pursuant to the provisions of the Section shall be governed by the Federal Arbitration Act. All arbitrations commenced pursuant to this Alternative Dispute Resolution provision is intended to or Agreement while any other arbitration hereunder shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation be in progress shall be consolidated and heard by the initially constituted panel of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicearbitrators.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree Any disputes arising under this Agreement shall be resolved as follows: (a) Any dispute relating to the provisions of this Agreement that concern solely the Alternative Dispute Resolution described Loan Agreement will be resolved in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over accordance with the terms of this paragraph the Loan Agreement and knowingly otherwise in accordance with legal process. (b) Any dispute relating to the rights and voluntarily agree to its termsobligations of Cerus and Baxter concerning, or arising out of, ▇▇▇▇▇▇’▇ Commercialization Rights or other [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. In consideration for Employee’s employment by Employer continuing rights and continued employmentobligations under the Platelet Agreement or the Plasma Agreement (except disputes of the nature described in Section 15.12(c) below) will be resolved in accordance with the terms of the Plasma Agreement, Employee’s receipt of compensation including Governance Committee processes and other benefits from Employerprocesses for dispute resolution (whether the dispute relates to the Platelet System or the Plasma System). For the sake of consistency, and any disputes arising under the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and Platelet Agreement will also henceforth be bound by, resolved by the procedures processes for dispute resolution set forth in this the Plasma Agreement. In consideration for , including Governance Committee and other processes. (c) Any disputes (i) as to whether Baxter retains Commercialization Rights or (ii) relating to the services provided to Employer by Employeerights and obligations of Cerus and Baxter concerning, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of Cerus’ Commercialization Rights, after Cerus gains such rights, or (iii) relating to this Agreement the European Territory Buy-Out Rights or the breach thereofROW Country Buy-Out Rights; shall be resolved in accordance with this Subsection (c). Cerus and Baxter will attempt to settle any claim or controversy through good faith negotiations and in the spirit of mutual cooperation. Any issues that cannot be resolved will be referred to a senior management representative from each of the Parties who has the authority to resolve the dispute. In the event such senior management representatives cannot resolve the dispute, or any other the dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to binding arbitration for resolution. Any such proceedings shall be borne equally by conducted at the parties hereto, except this cost may be waived by place of the Employer where principal office of the respondent in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Any such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim dispute or controversy shall be resolved by arbitration arbitrated before a single arbitrator selected in Illinois under accordance with the auspices rules of the American Arbitration AssociationAAA. The costs arbitrator’s decision shall be final and binding upon the parties. The parties shall be entitled to full discovery in any such arbitration. Each party shall bear one half of the cost of such arbitration, including unless the fees and expenses of arbitrator otherwise allocates such costs. Judgment on the arbitration, shall be shared equally by the parties unless otherwise required by law or directed award rendered by the arbitrator may be entered in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; court having jurisdiction thereof. (d) making Notwithstanding the foregoing, any truthful statements or disclosures required by law, regulation, or legal disputes arising under any Concurrent Agreement containing an explicit dispute resolution process will be resolved in accordance with that process; and . (e) requesting Nothing in this Section will prevent either Party from resorting to judicial process if injunctive relief from a court is necessary to prevent serious and irreparable injury to one Party or receive confidential legal adviceto others.

Alternative Dispute Resolution. Employee and Employer acknowledge and 12.1 Both parties agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity they will first attempt to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, settle any controversy or claim dispute arising out of or relating to this Agreement Agreement, including any question regarding its existence, interpretation, validity, breach or termination, or the breach thereofServices provided hereunder, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. through good faith negotiations. 12.2 In the event that the Parties fail parties are unable to agree on settle or resolve their dispute through negotiation, such dispute shall be subject to mediation using a mediator chosen by mutual agreement of the parties. 12.3 All disputes remaining unsettled for more than 60 days following the parties first mediation session with a mediator, or mediation is unsuccessful in resolving such longer period as the claim or controversy within one (1) month after the commencement of mediationparties mutually agree upon, such claim or controversy shall be referred to and finally resolved by arbitration in Illinois under the auspices arbitration. The parties agree that one arbitrator shall be appointed within twenty (20) days of receipt of the American request for arbitration. If the parties cannot agree on the appointment of an arbitrator in such period then either party may immediately apply for the appointment of an arbitrator to a court of competent jurisdiction in the Province of the governing law as contained herein pursuant to such Province's applicable Arbitration AssociationAct. The costs place of arbitrationarbitration shall be in the capital of the Province of the governing law as contained herein. Unless the arbitrator otherwise determines, including the fees of the arbitrator and the costs and expenses of the arbitration, shall arbitration will be shared borne and paid equally by the parties. Such arbitration shall be final, conclusive and binding upon the parties, and the parties unless shall have no right of appeal or judicial review of the decision whatsoever. The parties hereby waive any such right of appeal or judicial review which may otherwise required by law or directed be provided for in any provincial arbitration statute. Judgement upon the award, including any interim award, rendered by the arbitrator may be entered in arbitrator’s awardany court having jurisdiction. Notwithstanding The arbitration shall be kept confidential and the existence of the arbitration proceeding and any element thereof (including but not limited to any pleadings, briefs or other provision in this Agreement, this Alternative Dispute Resolution provision does documents submitted and exchanged and testimony and other oral submissions and any awards made) shall not apply to: (a) any claim by Employee for medical and disability benefits under be disclosed beyond the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissionarbitrator(s), the Illinois Department of Human Rightsparties, their counsel and any person to whom disclosure is necessary to the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach conduct of the non-solicitation covenant, proceeding except as may be lawfully required in judicial proceedings relating to the arbitration or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceotherwise.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that (a) Any dispute arising out of or relating to this Agreement, other than disputes regarding the Alternative Dispute Resolution described Purchase Price to be settled pursuant to Section 3.2 herein, shall be resolved in accordance with the procedures specified in this paragraph is Section, which shall constitute the sole and exclusive procedures for the resolution of such disputes. (b) The parties agree to use their best efforts to settle promptly any disputes or claims arising out of or relating to this Agreement through negotiation conducted in good faith between executives having authority to reach such a mutual condition settlement. If either party hereto shall so request, the parties shall mutually agree on the selection of their employment relationship, a mediator who shall mediate the negotiations which shall be non- binding. All negotiations and that both Parties had the opportunity mediation discussions pursuant to negotiate over the terms of this paragraph are confidential and knowingly shall be treated as compromise and voluntarily agree to its terms. In consideration settlement negotiations for Employee’s employment by Employer purposes of Federal Rule of Evidence 408 and continued employment, Employee’s receipt applicable state rules of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim evidence. (c) Any dispute arising out of or relating to this Agreement or the breach breach, termination, or validity thereof, which dispute has not been resolved by a negotiation or any other dispute between mediation as provided in paragraph (b) hereof within 60 days from the partiesdate that either negotiations or mediation shall have been first requested, shall be submitted to mediation settled by binding arbitration before a mutually agreeable mediator, which cost is to be borne equally by three independent and impartial arbitrators in accordance with the parties heretothen current rules of the American Arbitration Association, except to the extent such rules are inconsistent with any provision of this cost may be waived by Agreement, in which case the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement provisions of mediation, such claim or controversy this Agreement shall be resolved followed, and except that the arbitrations under this Agreement shall not be administered by arbitration in Illinois under the auspices of the American Arbitration Association. The costs Arbitrators shall be (i) independent of arbitrationthe parties and disinterested in the outcome of the dispute, (ii) attorneys, accountants, investment bankers, commercial bankers or engineers familiar with contracts governing the operation of electric utility assets, and (iii) qualified in the subject area of the issue in dispute. For purposes of the preceding sentence, residents of Long Island shall not be considered interested merely by virtue of their residence. The Arbitrators shall be chosen by the parties, with each party choosing one arbitrator and those arbitrators choosing the third arbitrator. Judgment on the award rendered by the Arbitrators may be entered in any court in the State of New York having jurisdiction thereof. If either party refuses to participate in good faith in the negotiations or mediation proceedings described in paragraph (b) hereof, the other may initiate arbitration at any time after such refusal without waiting for the expiration of the 60 day period. Except as provided in Paragraph D hereof relating to provisional remedies, the Arbitrators shall decide all aspects of any dispute brought to them including attorney disqualification and the timeliness of the making of any claim. (d) Either party may, without prejudice to any negotiation, mediation, or arbitration procedures, proceed in any court to seek provisional judicial relief if, in such party's sole discretion, such action is necessary to avoid imminent irreparable harm, to provide uninterrupted electrical and other services, or to preserve the status quo pending the conclusion of the dispute procedures specified in this Section. (e) The Arbitrators shall have no authority to award punitive damages or any other damages aside from the prevailing party's actual and consequential damages, plus interest thereon at the Best Interest Rate (as defined in the Management Services Agreement), accrued from the date such damages were incurred. The Arbitrators shall not have the authority to make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. (f) The Arbitrators may award reasonable attorneys' fees and expenses costs of the arbitration, . (g) Any claim under this Agreement shall be shared equally time- barred, regardless of any statute of limitations periods provided by state or federal law, unless negotiation or mediation with respect thereto is commenced with respect to such claim within twelve months after the basis for such claim has been discovered. (h) The Arbitrators shall have the discretion to order a pre- hearing exchange of information by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreementparties, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissionincluding, without limitation, the Illinois Department production of Human Rightsrequested documents, the Chicago Commission on Human Relationsexchange of summaries of testimony of proposed witnesses, or charges filed with and the National Labor Relations Board under the National Labor Relations Act; or (c) any claim examination by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure deposition of confidential information, trade secrets, intellectual property, unfair competition, breach parties. Each of the non-solicitation covenantparties agrees to produce all such requested documents and to deliver to the other a certificate, executed by a senior executive of such party, stating that all such documents have been so produced. (i) The site of any Arbitration brought pursuant to this Agreement shall be Mineola or breach of Hauppauge, New York. (j) The Arbitrator's award shall be in writing and shall set forth the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or factual and legal process; and (e) requesting or receive confidential legal advicebases for the award.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described The parties shall attempt in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity good ------------------------------ faith to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, resolve any controversy or claim dispute arising out of or relating to this Agreement or promptly by negotiations between executives who have authority to settle the breach thereofcontroversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within twenty (20) days after delivery of said notice, executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days of the disputing party's notice, or any if the parties fail to meet within twenty (20) days, either party may initiate mediation of the controversy or claim as provided hereinafter. If a negotiator intends to be accompanied at a meeting by an attorney, the other dispute between the parties, negotiator shall be submitted given advance notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to mediation before a mutually agreeable mediatorthis clause are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence. If the above referenced dispute has not been resolved by negotiation as provided above, which cost is to be borne equally by the parties heretoshall endeavor to settle the dispute by mediation under the then current Center for Public Resources ("CPR") Model Procedure for Mediation of Business Disputes. One neutral third party will be selected from the CPR Panels of Neutrals to mediate the dispute. If the parties encounter difficulty in agreeing on a neutral, except this cost may be waived by they will seek the Employer where such fees are discouraged or prohibited by applicable lawassistance of CPR in the selection process. In the event of a dispute arising out of or relating to this contract or the Parties fail to agree on a mediatorbreach, termination or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediationvalidity thereof, such claim or controversy shall be which has not been resolved by arbitration non- binding means as provided in Illinois under the auspices this Section 13.5 above within sixty (60) days of the American Arbitration Association. The costs initiation of arbitrationsuch procedure, either party may seek any remedy available at law or equity, including recourse to the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicecourts.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that (a) In the event there is a dispute between the Parties relating to a matter which is expressly permitted under the terms of this Agreement to be resolved pursuant to the Alternative Dispute Resolution Procedures described in this paragraph Section 19.12(a), either Party may send a notice to the other Party setting forth in reasonable detail the matters in dispute (a “Dispute Notice”). If the dispute is not resolved within five (5) Business Days after the date of the giving of a mutual condition Dispute Notice, then the Authority Representative and the StadCo Representative shall meet at a mutually agreeable time and place within ten (10) Business Days after the date of their employment relationshipthe giving of a Dispute Notice in order to endeavor, and in good faith, to resolve such dispute. In the event that both they are unable to resolve the dispute within twenty (20) Business Days from the giving of a Dispute Notice with respect to such dispute, then either Party may submit the dispute to arbitration in accordance with Section 19.12(b) through (d) below. (b) If the dispute cannot be resolved between the Parties had pursuant to Section 19.12(a), the opportunity dispute shall be determined by arbitration in ▇▇▇▇▇ County, Nevada, or any other location agreed to negotiate over by the terms of this paragraph and knowingly and voluntarily agree parties, before three (3) arbitrators. The arbitration shall be administered by JAMS pursuant to its termsComprehensive Arbitration Rules and Procedures or, in the case of disputes relating to the performance of any Maintenance, Capital Matters or the Capital Budget, pursuant to its Engineering and Construction Arbitration Rules and Procedures for Expedited Arbitration. In consideration for Employee’s employment by Employer and continued employmentJudgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (c) Within fifteen (15) Business Days after the commencement of arbitration, Employee’s receipt of compensation and other benefits from Employereach Party shall select one person to act as arbitrator, and the Employer’s agreement herein two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to arbitrateagree upon the third arbitrator within the allotted time, Employee agrees to participate inthe third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent, and impartial arbitrators. (d) The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be bound bynecessary to prepare for or conduct the arbitration hearing on the merits, the procedures set forth or except as may be necessary in this Agreementconnection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arbitration arising out of or relating related to this Agreement or Agreement, the breach thereofarbitrator(s) shall award to the prevailing Party, or any other dispute between if any, the partiescosts and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrators determine a party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Discovery shall be submitted to mediation before permitted in the arbitration in accordance with the Federal Rules of Civil Procedure. The arbitrators shall issue a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost reasoned award. No demand for arbitration may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month made after the commencement date when the institution of mediation, legal or equitable proceedings based on such claim or controversy shall dispute would be resolved barred by arbitration in Illinois under the auspices applicable statute of the American Arbitration Associationlimitation. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally arbitrator is not authorized to award punitive or other damages not measured by the parties unless otherwise required by law or directed by the arbitrator in arbitratorprevailing Party’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceactual damages.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that (a) In the Alternative Dispute Resolution described in this paragraph is a mutual condition event of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or dispute relating to this Agreement or a Product License, other than a dispute relating to the breach thereofIntellectual Property Rights of any Party, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail shall, prior to instituting any arbitration proceeding or lawsuit (if applicable) on account of such dispute, refer such dispute to the President of Licensee and the President of ▇▇▇ ▇▇▇▇, who shall, as soon as is practicable, and with the assistance of a mediator as provided below, attempt in good faith to resolve the dispute. The Parties shall select a mediator who shall serve as an impartial facilitator of such discussion. If the Parties are unable to agree on upon a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy a mediator shall be resolved designated by arbitration in Illinois under the auspices of the American Arbitration AssociationAssociation (“AAA”). The mediation shall be treated as a settlement discussion and therefore will be privileged and confidential. The mediator may not testify for either Party or serve as an arbitrator in any later proceeding relating to the dispute, and no recording or transcript shall be made of the mediation proceedings. Each Party shall bear its own costs of arbitration, including in the mediation and the fees and expenses of the arbitration, mediator shall be shared equally by the parties unless otherwise required by law or directed by Parties. If such dispute is not resolved within ninety (90) days of the arbitrator in arbitrator’s awardfirst written request for mediation, either Party may seek arbitration of the matter as set forth herein. Notwithstanding anything in this Agreement to the contrary, any Party shall be entitled to seek equitable relief any time if the same shall be necessary to prevent irreparable harm to any Party. (b) Except with respect to equitable relief and disputes relating to the Intellectual Property Rights of any Party, which may be obtained in a court of competent jurisdiction, if the Parties are unable to resolve any dispute through the mediation provisions set forth above, such dispute shall be finally resolved by arbitration. The arbitration shall be in accordance with the Commercial Arbitration Rules (“Rules”) of the AAA which shall administer the arbitration and act as appointing authority; provided that the arbitrator(s) appointed with regard to the arbitration proceeding shall not be the same persons who served as mediated in any mediation between the Parties. In addition to such discovery as may be provided for in the Rules, the Parties agree to permit (i) up to three depositions per Party and (ii) up to 15 interrogatories per Party, provided that the arbitrator(s) agree that such depositions and interrogatories are appropriate after hearing the Parties on the subject thereof. In the, event of any conflict between the Rules and the provisions of this Section 15.2, the provisions of this Section 15.2 shall govern. If the amount in controversy exceeds $50,000, then the arbitration shall be heard and determined by a panel of three arbitrators selected in accordance with the procedures of the AAA. The arbitration, including the rendering of the award, shall take place at such location as the Parties may agree and, if no location can be agreed, at such location as the AAA directs. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof. In the event of any arbitration or other provision in legal proceeding brought by any Party against another Party with regard to any matter arising out of or related to this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee each Party hereby expressly agrees that the final award may also provide for medical an allocation and disability benefits division between or among the Parties to the arbitration, on a basis which is just and equitable under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge circumstances, of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department all costs of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable reliefarbitration, including without limitation claims related to unauthorized disclosure of confidential informationcourt costs and arbitrators’ fees but not attorneys’ fees; provided, trade secretshowever, intellectual property, unfair competition, breach of that attorneys’ fees may be awarded against a Party if the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required arbitrators specifically find willful misconduct by law, regulation, or legal process; and (e) requesting or receive confidential legal advicethat Party.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that With the Alternative Dispute Resolution described in this paragraph is a mutual condition exception of their employment relationship, and that both Parties had the opportunity to negotiate disputes over the terms payment of fees are where injunctive relief is sought, all disputes which arise in connection with, or are related to this paragraph License, or any breach thereof, shall be resolved by binding arbitration if the parties are first unable or unwilling to resolve it by non-binding mediation. Mediation and knowingly and voluntarily agree arbitration under this License shall be subject to its terms. the following provisions: (a) In consideration for Employee’s employment by Employer and continued employmentthe event of a dispute under this License, Employee’s receipt of compensation and either party may send written notice to the other benefits from Employerthat a disagreement exists, and the Employer’s agreement herein parties shall use their best efforts to arbitrateresolve the disagreement. If the disagreement is not resolved within thirty (30) days after receipt of such notice, Employee agrees then either party may request that the parties try to participate in, and be bound by, resolve the procedures disagreement by non-binding mediation in accordance with the then-current J.A.M.S./ENDISPUTE Commercial Dispute Resolution Procedure for mediation by a single mediator except as otherwise explicitly set forth in this AgreementSection. If both parties agree to mediate the dispute, a neutral third party mediator will be selected by the parties. Each party will bear its own costs and share the cost of the mediation. The mediation will take place as soon as possible but no later than thirty (30) days after mediation is requested under this License. (b) In the event informal discussions and non-binding mediation fail to resolve a dispute for which mediation is required, or if either party refuses to participate in mediation, such dispute shall be settled by binding arbitration in accordance with the applicable state law, the rules of practice and procedure for the arbitration of commercial disputes of J.A.M.S./ENDISPUTE or any successor thereof ("J.A.M.S."), and the "Special Rules" set forth below. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound byevent of any inconsistency, the procedures set forth Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. Any party to this Agreement. The Parties acknowledge and agree that their mutual forbearance License may bring an action, including a summary or expedited proceeding, to compel arbitration of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of to which this License applies in any court having jurisdiction over such action. (c) The arbitration shall be conducted by video conference or relating at a location that is mutually acceptable to this Agreement or the breach thereof, or any other dispute between the parties, and administered by J.A.M.S. who will appoint an arbitrator. If J.A.M.S. is unable or legally precluded from administering the arbitration, then the American Arbitration Association will serve. All arbitration hearings will be commenced within 90 days of the demand for arbitration. Further, the arbitrator shall only, upon a showing of cause, be submitted permitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after extend the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee hearing for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related up to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicean additional 60 days.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that ‌ (a) In the event there is a dispute between the Parties relating to a matter which is expressly permitted under the terms of this Agreement to be resolved pursuant to the Alternative Dispute Resolution Procedures described in this paragraph Section 19.12(a), either Party may send a notice to the other Party setting forth in reasonable detail the matters in dispute (a “Dispute Notice”). If the dispute is not resolved within five (5) Business Days after the date of the giving of a mutual condition Dispute Notice, then the Authority Representative and the StadCo Representative shall meet at a mutually agreeable time and place within ten (10) Business Days after the date of their employment relationshipthe giving of a Dispute Notice in order to endeavor, and in good faith, to resolve such dispute. In the event that both they are unable to resolve the dispute within twenty (20) Business Days from the giving of a Dispute Notice with respect to such dispute, then either Party may submit the dispute to arbitration in accordance with Section 19.12(b) through (d) below.‌ (b) If the dispute cannot be resolved between the Parties had pursuant to Section 19.12(a), the opportunity dispute shall be determined by arbitration in ▇▇▇▇▇ County, Nevada, or any other location agreed to negotiate over by the terms of this paragraph and knowingly and voluntarily agree parties, before three (3) arbitrators. The arbitration shall be administered by JAMS pursuant to its termsComprehensive Arbitration Rules and Procedures or, in the case of disputes relating to the performance of any Maintenance, Capital Matters or the Capital Budget, pursuant to its Engineering and Construction Arbitration Rules and Procedures for Expedited Arbitration. In consideration for Employee’s employment by Employer and continued employmentJudgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (c) Within fifteen (15) Business Days after the commencement of arbitration, Employee’s receipt of compensation and other benefits from Employereach Party shall select one person to act as arbitrator, and the Employer’s agreement herein two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to arbitrateagree upon the third arbitrator within the allotted time, Employee agrees to participate inthe third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent, and impartial arbitrators. (d) The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be bound bynecessary to prepare for or conduct the arbitration hearing on the merits, the procedures set forth or except as may be necessary in this Agreementconnection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arbitration arising out of or relating related to this Agreement or Agreement, the breach thereofarbitrator(s) shall award to the prevailing Party, or any other dispute between if any, the partiescosts and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrators determine a party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Discovery shall be submitted to mediation before permitted in the arbitration in accordance with the Federal Rules of Civil Procedure. The arbitrators shall issue a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost reasoned award. No demand for arbitration may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month made after the commencement date when the institution of mediation, legal or equitable proceedings based on such claim or controversy shall dispute would be resolved barred by arbitration in Illinois under the auspices applicable statute of the American Arbitration Associationlimitation. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally arbitrator is not authorized to award punitive or other damages not measured by the parties unless otherwise required by law or directed by the arbitrator in arbitratorprevailing Party’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advice.actual damages.‌

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that (a) Any dispute arising out of or relating to this Agreement, other than disputes regarding the Alternative Dispute Resolution described Purchase Price to be settled pursuant to Section 3.2 herein, shall be resolved in accordance with the procedures specified in this paragraph is Section, which shall constitute the sole and exclusive procedures for the resolution of such disputes. (b) The parties agree to use their best efforts to settle promptly any disputes or claims arising out of or relating to this Agreement through negotiation conducted in good faith between executives having authority to reach such a mutual condition settlement. If either party hereto shall so request, the parties shall mutually agree on the selection of their employment relationship, a mediator who shall mediate the negotiations which shall be non-binding. All negotiations and that both Parties had the opportunity mediation discussions pursuant to negotiate over the terms of this paragraph are confidential and knowingly shall be treated as compromise and voluntarily agree to its terms. In consideration settlement negotiations for Employee’s employment by Employer purposes of Federal Rule of Evidence 408 and continued employment, Employee’s receipt applicable state rules of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim evidence. (c) Any dispute arising out of or relating to this Agreement or the breach breach, termination, or validity thereof, which dispute has not been resolved by a negotiation or any other dispute between mediation as provided in paragraph (b) hereof within 60 days from the partiesdate that either negotiations or mediation shall have been first requested, shall be submitted to mediation settled by binding arbitration before a mutually agreeable mediator, which cost is to be borne equally by three independent and impartial arbitrators in accordance with the parties heretothen current rules of the American Arbitration Association, except to the extent such rules are inconsistent with any provision of this cost may be waived by Agreement, in which case the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement provisions of mediation, such claim or controversy this Agreement shall be resolved followed, and except that the arbitrations under this Agreement shall not be administered by arbitration in Illinois under the auspices of the American Arbitration Association. The costs Arbitrators shall be (i) independent of arbitrationthe parties and disinterested in the outcome of the dispute, (ii) attorneys, accountants, investment bankers, commercial bankers or engineers familiar with contracts governing the operation of electric utility assets, and (iii) qualified in the subject area of the issue in dispute. For purposes of the preceding sentence, residents of Long Island shall not be considered interested merely by virtue of their residence. The Arbitrators shall be chosen by the parties, with each party choosing one arbitrator and those arbitrators choosing the third arbitrator. Judgment on the award rendered by the Arbitrators may be entered in any court in the State of New York having jurisdiction thereof. If either party refuses to participate in good faith in the negotiations or mediation proceedings described in paragraph (b) hereof, the other may initiate arbitration at any time after such refusal without waiting for the expiration of the 60 day period. Except as provided in Paragraph D hereof relating to provisional remedies, the Arbitrators shall decide all aspects of any dispute brought to them including attorney disqualification and the timeliness of the making of any claim. (d) Either party may, without prejudice to any negotiation, mediation, or arbitration procedures, proceed in any court to seek provisional judicial relief if, in such party's sole discretion, such action is necessary to avoid imminent irreparable harm, to provide uninterrupted electrical and other services, or to preserve the status quo pending the conclusion of the dispute procedures specified in this Section. (e) The Arbitrators shall have no authority to award punitive damages or any other damages aside from the prevailing party's actual and consequential damages, plus interest thereon at the Best Interest Rate (as defined in the Management Services Agreement), accrued from the date such damages were incurred. The Arbitrators shall not have the authority to make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. (f) The Arbitrators may award reasonable attorneys' fees and expenses costs of the arbitration, . (g) Any claim under this Agreement shall be shared equally time-barred, regardless of any statute of limitations periods provided by state or federal law, unless negotiation or mediation with respect thereto is commenced with respect to such claim within twelve months after the basis for such claim has been discovered. (h) The Arbitrators shall have the discretion to order a pre-hearing exchange of information by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreementparties, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissionincluding, without limitation, the Illinois Department production of Human Rightsrequested documents, the Chicago Commission on Human Relationsexchange of summaries of testimony of proposed witnesses, or charges filed with and the National Labor Relations Board under the National Labor Relations Act; or (c) any claim examination by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure deposition of confidential information, trade secrets, intellectual property, unfair competition, breach parties. Each of the non-solicitation covenantparties agrees to produce all such requested documents and to deliver to the other a certificate, executed by a senior executive of such party, stating that all such documents have been so produced. (i) The site of any Arbitration brought pursuant to this Agreement shall be Mineola or breach of Hauppauge, New York. (j) The Arbitrator's award shall be in writing and shall set forth the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or factual and legal process; and (e) requesting or receive confidential legal advicebases for the award.

Alternative Dispute Resolution. Employee In acknowledgement of the relationship of trust and Employer acknowledge and cooperation between the parties, the parties agree that any dispute or disagreement arising under this Agreement that is not able to be resolved after good faith collaborative efforts to do so shall be submitted to an alternative dispute resolution process. The parties further agree that such process shall be the sole and exclusive means of resolving disputes between them in any way related to this Partnership Agreement. The Alternative Dispute Resolution described in this paragraph is process shall be initiated by the way of a mutual condition of their employment relationship, and that both Parties had written communication from the opportunity initiating party to negotiate over the terms other party. For purposes of this paragraph Agreement, alternative dispute resolution (ADR) shall mean adherence to the following process: Step One shall be a meeting between the City Manager and knowingly the Executive Director of BPC, which shall be convened as soon as practicable. Follow up meetings may also be scheduled as agreed and voluntarily agree to its termsshall be deemed a part of Step One. In consideration for Employee’s employment by Employer and continued employmentIf there is no resolution either during Step One or during the ninety (90) day period from the date that ADR was first invoked, Employee’s receipt of compensation and other benefits from Employerthe parties shall be deemed at impasse, and the Employer’s agreement herein ADR process shall progress to arbitrate, Employee agrees Step Two. Step Two shall be placement of the subject matter of the dispute on the agenda of the next available City Commission meeting. At such meeting the City Commission shall do one of the following: 1. Decide as to participate in, how to resolve the dispute 2. Delegate the task of resolving the dispute to a qualified and be bound by, willing designee for a recommendation 3. Determine that it is unable to resolve the procedures set forth in dispute and therefore terminate this Agreement. In consideration the event BPC disagrees with the decision of the City Commission as to how to resolve the dispute, whether made initially or after referral to a designee for recommendation; or in the services provided event the City Commission fails or refuses to Employer by Employeeundertake any of the three alternatives specified above; then in any of these events, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of BPC shall have the right to proceed in court alone acts as sufficient consideration to support all of their obligations under terminate this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable lawAgreement. In the event the Parties fail to agree on a mediatorof termination in accordance with this Section 21, or mediation is unsuccessful in resolving the claim or controversy within one thirty (130) month after the commencement days advance written notice of mediation, such claim or controversy termination shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally provided by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related terminating party to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenantterminating party. For the purposes of this Section 21, the phrase “dispute or breach disagreement arising under this Agreement” shall include, but shall not be limited to, disputes arising from the factual or alleged failure or refusal of City to budget and appropriate sufficient funds to construct improvements, to fund construction contracts or to conduct other activities in furtherance of the non-competition covenantapproved Master Plan. AdditionallyHowever, nothing in the term “dispute or disagreement arising under this Alternative Dispute Resolution provision is intended to Agreement” shall not include disputes over the final decisions of the City Commission on any site plan, conditional use or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceother development application.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that a. In the Alternative Dispute Resolution described in this paragraph is event of a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim dispute arising out of or relating to this Agreement or Contract, each party agrees not to commence legal proceedings without first attempting, in good faith, to resolve the breach thereof, or any other dispute between amicably and speedily in accordance with the parties, following dispute resolution procedures. b. Any such dispute shall be submitted referred in the first instance to the main individuals responsible for administering this Contract within the Owner’s and Consultant’s businesses respectively. c. If the dispute is not resolved in accordance with Article II, Paragraph h. i. and ii, it shall be referred at the written consent of either party to the Director of Airports representing the Owner and the Owner of the company representing the Consultant. These Managing Directors may delegate their responsibilities and authority to representatives of their organizations. d. If the dispute is not resolved within 14 business days of being referred to the Managing Directors (or such longer period as the parties may mutually agree), the parties will attempt to settle by mediation before through a mutually agreeable mediator, which cost is to be borne equally neutral mediator selected by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or Parties. e. If mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreementunsuccessful, this Alternative Dispute Resolution provision does procedure shall be considered terminated as regards the dispute in question and either party may proceed to litigation. f. This Alternative Dispute Resolution shall not apply toprevent a party to this Contract from taking immediate injunctive action necessary to preserve its interests. J. To maintain records and documents of payments to all subconsultants, including DBE’s, for a minimum of three (3) years unless otherwise provided by applicable record retention requirements for the WAA’s financial assistance agreement, whichever is longer. These records will be made available for inspection upon request by any authorized representative of the FAA or DOT. This reporting requirement includes all subconsultants, both DBE and non-DBE. K. To complete and deliver plans to the Owner within the time allotted for the work as stipulated herein; except that the Consultants shall not be responsible or held liable for the time required for reviews for the approving parties or other delays occasioned by the actions or inactions of the Owner or other agencies, or for other unavoidable delays beyond the control of the Consultant. The schedule is in Exhibit A. L. To be responsible for the professional and technical accuracy and the coordination of all drawings or other work or material furnished by the Consultant under this Contract in accordance with the reasonable and sound practices ordinarily used by members of Consultant’s profession practicing under similar condition in the same time and locale. All specifications and bid documents prepared in accordance with the work required by this Contract shall contain a clause that provides the following: "Notwithstanding anything to the contrary contained in these bid documents or the contract to be awarded herein, the Owner shall not be subject to arbitration and any clause relating to arbitration contained in these bid documents or in the contract to be awarded herein shall be null and void." M. To procure and maintain such professional liability insurance as will protect the Consultant from damages resulting from negligent acts and/or omissions of the Consultant, its agents, officers, employees and subconsultants in an amount of $2,000,000 per claim, subject to deductible of the greater of $10,000 or such amount that the Consultant can demonstrate to Owner’s satisfaction is financially prudent. The Consultant shall be responsible for payment of all deductible amounts without reimbursement by Owner. In addition, Consultant will provide either: To procure and maintain a Worker's Compensation policy with coverage amounts sufficient to meet statutory requirements. This policy shall contain a non-monopolistic states endorsement. In addition, an Employers Liability policy with coverage in the sum of $1,000,000 shall be provided and maintained. This policy shall also cover claims for injury, disease or death of employees arising out of and in the course of their employment, which, for any reason, may not fall within the provisions of the Worker's Compensation Law. The Consultant shall maintain such insurance through the duration of the Project. To procure and maintain a commercial general liability policy for the duration of the Project that shall be written in a comprehensive form and shall protect Consultant against all claims arising from injuries to persons (aother than Consultant’s employees) or damage to property of the Owner or other persons (other than Consultant’s employees) or damage to property of the Owner or other persons or other liability loss arising out of any claim by Employee negligent act or omission of Consultant, its agents, officers, employees, or subconsultants in the performance of Consultant services under this Contract. The liability limit shall be $2,000,000 per occurrence for medical bodily injury, death and disability benefits property damage. The Wichita Airport Authority, Wichita, Kansas; the City of Wichita; their officers, employees and agents shall be named as additional insureds under the Workers’ Compensation Act or unemployment compensation benefits under terms of the Unemployment policy with respect to the named insurer's operations. Satisfactory Certificates of Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges shall be filed with the National Labor Relations Board Owner prior to the time Consultant starts any work under this Contract. The Consultant shall maintain such insurance through the duration of the Project. In addition, insurance policies applicable hereto shall contain a provision that provides that the Owner shall be given written notice by the insurance company equal to that owed to the insured under the National Labor Relations Actpolicy terms before such policy is substantially changed or cancelled. To procure and maintain commercial automobile insurance, including contractual liability coverage. Coverage shall include all owned, non-owned and hired automobiles used in conjunction with the services or other work hereunder. The bodily injury and property damage limits shall be $1,000,000 per accident. N. Its agents, employees and subcontractors, shall be subject to any and all applicable rules, regulations, orders and restrictions which are now in effect and which apply to its activities on Airport property, including such rules, regulations, orders and/or restrictions that may be adopted, enacted or amended during the term of this Contract. O. There is no Disadvantaged Business Enterprise (DBE) goal for this contract; however, DBE participation is highly encouraged. The DBE commitment made through the Utilization Statement and associated Letters of Intent submitted with the negotiated fees comprise the percentage of DBE commitment on this Contract. DBE subconsultants cannot be removed or (c) any claim replaced without written approval of the DBELO. DBE commitment will be monitored through the Diversity Management System by the Company Owner. Should any subconsultant contract amounts change (either up or down) during the course of the Contract, Consultant shall report changes through the Diversity Management System with Owner approval. P. All information provided by the Owner and/or developed for injunctive the Project shall be considered confidential and proprietary, and shall not be reproduced, transmitted, used or equitable reliefdisclosed by the Consultant without the written consent of Owner, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of except as may be necessary for the non-solicitation covenantdisclosing party to fulfill its obligations hereunder; provided, however, that the limitation shall not apply to any information or breach portion thereof, which is: 1. Within the public domain at the time of its disclosure. 2. Required to be disclosed by a court of competent jurisdiction or Government order. 3. Approved by the Owner for publicity. 4. Required to be communicated in connection with filings with governmental bodies having jurisdiction over the design or construction of the Project. Q. The project documents are exclusive property of the Wichita Airport Authority. The use of the project documents, including the Drawings, Specifications, Shop Drawings, all material in electronic format and project record documents, for any other purpose or project is prohibited, without the expressed written consent of the Wichita Airport Authority. R. It and its subconsultants will work exclusively for the Owner on all aspects of this Project. S. To review, approve and forward undisputed requests for payment to the Owner within seven business days of receipt form the contractor. T. Should Consultant, its subconsultants and/or agents cause any violation of Federal, State and/or local law, regulation or ordinance, and should Owner be cited for a fine or penalty for such violation, Consultant agrees to reimburse Owner for any monetary fine or penalty which may be imposed on Owner. However, nothing herein shall prevent the Consultant from contesting the legality, validity or application of such fine or penalty to the full extent Consultant may lawfully be entitled, nor require Owner to pursue such a contest on Consultant’s behalf. Owner agrees to cooperate in Consultant’s content of the validity of such fine or penalty, at Consultant’s expense. U. For all contracts other than those compensated as lump sum, itemized receipts will be required for all direct non-competition covenantlabor expenses. Additionally, nothing in this Alternative Dispute Resolution provision is intended The Wichita Airport Authority as a recipient of federal funds will follow FAA regulations pertaining to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation reimbursement of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicedirect non-labor expenses on all contracts.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that 1. It is the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance intention of the right parties to proceed in court alone acts as sufficient consideration make a good faith effort to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree thatresolve, excluding the Employee’s post-employment obligations as set forth in Exhibit Awithout resort to litigation, any dispute, controversy or claim arising out of or relating to this Agreement or ("Dispute"). 2. Shareholders' and Purchaser's designated representatives, which shall, in the breach thereofcase of the Purchaser, be a senior executive, with authority to resolve the Dispute shall attempt to resolve all Disputes by negotiation. Within 20 days of referral of the Dispute to such representatives, each party's representative shall prepare and submit to the other party a brief summary of the Dispute and a statement of the party's position. Within 20 days of receiving a party's statement, the receiving party shall submit a response. Upon receiving the statements and responses, or any other dispute between upon the partiesexpiration of the applicable time periods, the designated representatives shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail promptly begin discussions in an effort to agree on upon a mediatorresolution of the Dispute. If the designated representatives do not agree upon a resolution of the Dispute within 60 days of the referral to them, either party may elect to initiate mediation of the Dispute in accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes ("CPR Mediation"). If the Dispute has not been resolved pursuant to CPR Mediation within 60 days of the initiation of such proceedings, or mediation is unsuccessful if the other party will not participate in resolving such proceedings, the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy Dispute shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed a location selected by the arbitrator in arbitrator’s accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes ("CPR Arbitration") by a sole arbitrator who shall be selected by both parties and whose fees and costs shall be paid by the losing party to the arbitration. The arbitration shall be governed by the U.S. Arbitration Act, 9 U.S.C. Sections 1-16, and judgment on the award, if any, rendered by the arbitrator may be entered by any court having jurisdiction thereof. Notwithstanding any other provision The procedures specified in this AgreementSection are the sole and exclusive procedures for the resolution of Disputes; provided, this Alternative Dispute Resolution provision does not apply to: however, that (a1) any claim time limitation set forth herein may be extended by Employee for medical and disability benefits under mutual written agreement of the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Actparties; (b2) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissionparty may seek a preliminary injunction or other interim relief if in its judgment such relief is necessary to prevent irreparable damage, and despite such action, the Illinois Department of Human Rights, parties will continue to participate in good faith in the Chicago Commission on Human Relations, procedures outlined herein; and (3) either party may seek preliminary and permanent injunctive relief or charges filed with other interim or permanent relief if the National Labor Relations Board under the National Labor Relations Act; Dispute involves a threatened or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, actual breach of the non-solicitation covenantConfidentiality Agreement, or breach of and despite such action the non-competition covenant. Additionally, nothing parties will continue to participate in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicethe procedures outlined herein.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. 12.2.1 The Parties acknowledge and agree that will try to settle their mutual forbearance differences amicably between themselves. If any claim, dispute, or controversy of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim whatever nature arising out of or relating to this Agreement, including the performance or alleged non-performance of a Party of its obligations under this Agreement or the breach thereof, or any other dispute arises between the partiesParties (each a “Dispute”), shall be submitted a Party may notify the other Party in writing of such Dispute. If the Parties are unable to mediation before a mutually agreeable mediator, which cost is to be borne equally resolve the Dispute within 20 days of receipt of the written notice by the parties heretoother Party, except this cost may such Dispute will be waived by referred to the Employer where such fees are discouraged or prohibited by applicable law. In the event Chief Executive Officers of each of the Parties fail who will use their good faith efforts to resolve the Dispute within 30 days after such referral. 12.2.2 If a Dispute is not resolved as provided in the preceding Section 12.2.1, whether before or after termination of this Agreement, the Parties hereby agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, to resolve such claim or controversy shall be resolved Dispute by final and binding arbitration in Illinois administered under the auspices rules of arbitration of the American Arbitration AssociationAssociation (AAA) (the “Rules”) by one arbitrator appointed in accordance with the Rules, provided that upon request of either Party, three arbitrators will be appointed, thus forming a panel. If the Parties are unable to mutually select such panel within 30 days after initiating such selection procedure, the panel will be selected in accordance with the Rules as applicable to a panel of three arbitrators. The costs decision and award rendered by the panel will contain findings of fact and conclusions of law and be final and binding. In any such arbitration, including the fees arbitrators will not have the right to modify the terms and expenses conditions of this Agreement. As a result, the rights and obligations of the Parties will be determined in accordance with the terms and conditions of this Agreement and any decision or award will be only in accordance with the terms and conditions of this Agreement. The Parties will exert reasonable efforts to have the decision and award rendered within six (6) months after the first to occur of (i) notice of breach of this Agreement, which breach is a subject of the arbitration, shall and (ii) a notice invoking this arbitration provision. Judgment upon the award may be shared equally entered in any court having jurisdiction thereof. Any arbitration pursuant to this section will be held in Wilmington, Delaware, or such other place as may be mutually agreed upon in writing by the parties unless otherwise required by law Parties. With respect to any Disputes arising in connection with an alleged breach of a Party’s rights and obligations with respect to confidential Know-How or directed by Confidential Information received from the other Party, the arbitrator will apply the discovery provisions of the Federal Rules of Civil Procedure. This means that depositions may be taken and full discovery may be obtained in arbitrator’s award. any arbitration commenced under this Section with respect to such Disputes. 12.2.3 Notwithstanding the provisions of this Section, either Party will have the right to seek temporary or permanent injunctive relief in any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits court of competent jurisdiction as may be available to such Party under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing laws and rules applicable in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicesuch jurisdiction.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that a. In the Alternative Dispute Resolution described in this paragraph is event of a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim dispute arising out of or relating to this Agreement or Contract, each party agrees not to commence legal proceedings without first attempting, in good faith, to resolve the breach thereof, or any other dispute between amicably and speedily in accordance with the parties, following dispute resolution procedures. b. Any such dispute shall be submitted referred in the first instance to the main individuals responsible for administering this Contract within the Owner’s and Consultant’s businesses respectively. c. If the dispute is not resolved in accordance with Article II, Paragraph h. i. and ii, it shall be referred at the written consent of either party to the Director of Airports representing the Owner and the Owner of the company representing the Consultant. These Managing Directors may delegate their responsibilities and authority to representatives of their organizations. d. If the dispute is not resolved within 14 business days of being referred to the Managing Directors (or such longer period as the parties may mutually agree), the parties will attempt to settle by mediation before through a mutually agreeable mediator, which cost is to be borne equally neutral mediator selected by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or Parties. e. If mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreementunsuccessful, this Alternative Dispute Resolution provision does procedure shall be considered terminated as regards the dispute in question and either party may proceed to litigation. f. This Alternative Dispute Resolution shall not apply toprevent a party to this Contract from taking immediate injunctive action necessary to preserve its interests. K. To maintain records and documents of payments to all subconsultants, including DBE’s, for a minimum of three (3) years unless otherwise provided by applicable record retention requirements for the WAA’s financial assistance agreement, whichever is longer. These records will be made available for inspection upon request by any authorized representative of the FAA or DOT. This reporting requirement includes all subconsultants, both DBE and non-DBE. L. To complete and deliver the study the Owner within the time allotted for the work as stipulated herein; except that the Consultants shall not be responsible or held liable for the time required for reviews for the approving parties or other delays occasioned by the actions or inactions of the Owner or other agencies, or for other unavoidable delays beyond the control of the Consultant. M. To be responsible for the professional and technical accuracy and the coordination of all drawings or other work or material furnished by the Consultant under this Contract in accordance with the reasonable and sound practices ordinarily used by members of Consultant’s profession practicing under similar condition in the same time and locale. N. To procure and maintain such professional liability insurance as will protect the Consultant from damages resulting from negligent acts and/or omissions of the Consultant, its agents, officers, employees and subconsultants in an amount of $2,000,000 per claim, subject to deductible of the greater of $10,000 or such amount that the Consultant can demonstrate to Owner’s satisfaction is financially prudent. The Consultant shall be responsible for payment of all deductible amounts without reimbursement by Owner. In addition, Consultant will provide either: X agree, by this provision, to continuously maintain professional liability insurance on a claims made basis at an equal or greater level of coverage to that described above for a period extending for 3 years after project completion. To procure and maintain a Worker's Compensation policy with coverage amounts sufficient to meet statutory requirements. This policy shall contain a non-monopolistic states endorsement. In addition, an Employers Liability policy with coverage in the sum of $1,000,000 shall be provided and maintained. This policy shall also cover claims for injury, disease or death of employees arising out of and in the course of their employment, which, for any reason, may not fall within the provisions of the Worker's Compensation Law. The Consultant shall maintain such insurance through the duration of the Project. To procure and maintain a commercial general liability policy for the duration of the Project that shall be written in a comprehensive form and shall protect Consultant against all claims arising from injuries to persons (aother than Consultant’s employees) or damage to property of the Owner or other persons (other than Consultant’s employees) or damage to property of the Owner or other persons or other liability loss arising out of any claim by Employee negligent act or omission of Consultant, its agents, officers, employees, or subconsultants in the performance of Consultant services under this Contract. The liability limit shall be $2,000,000 per occurrence for medical bodily injury, death and disability benefits property damage. The Wichita Airport Authority, Wichita, Kansas; the City of Wichita; their officers, employees and agents shall be named as additional insureds under the Workers’ Compensation Act or unemployment compensation benefits under terms of the Unemployment policy with respect to the named insurer's operations. Satisfactory Certificates of Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges shall be filed with the National Labor Relations Board Owner prior to the time Consultant starts any work under this Contract. The Consultant shall maintain such insurance through the duration of the Project. In addition, insurance policies applicable hereto shall contain a provision that provides that the Owner shall be given written notice by the insurance company equal to that owed to the insured under the National Labor Relations Act; policy terms before such policy is substantially changed or (c) cancelled. To procure and maintain commercial automobile insurance, including contractual liability coverage. Coverage shall include all owned, non-owned and hired automobiles used in conjunction with the services or other work hereunder. The bodily injury and property damage limits shall be $1,000,000 per accident. O. Its agents, employees and subcontractors, shall be subject to any claim and all applicable rules, regulations, orders and restrictions which are now in effect, and which apply to its activities on Airport property, including such rules, regulations, orders and/or restrictions that may be adopted, enacted or amended during the term of this Contract. P. All information provided by the Company Owner and/or developed for injunctive the Project shall be considered confidential and proprietary, and shall not be reproduced, transmitted, used or equitable reliefdisclosed by the Consultant without the written consent of Owner, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of except as may be necessary for the non-solicitation covenantdisclosing party to fulfill its obligations hereunder; provided, however, that the limitation shall not apply to any information or breach portion thereof, which is: 1. Within the public domain at the time of its disclosure. 2. Required to be disclosed by a court of competent jurisdiction or Government order. 3. Approved by the Owner for publicity. 4. Required to be communicated in connection with filings with governmental bodies having jurisdiction over the design or construction of the Project. Q. The project documents are exclusive property of the Wichita Airport Authority. The use of the project documents, for any other purpose or project is prohibited, without the expressed written consent of the Wichita Airport Authority. R. It and its subconsultants will work exclusively for the Owner on all aspects of this Project. S. Should Consultant, its subconsultants and/or agents cause any violation of Federal, State and/or local law, regulation or ordinance, and should Owner be cited for a fine or penalty for such violation, Consultant agrees to reimburse Owner for any monetary fine or penalty which may be imposed on Owner. However, nothing herein shall prevent the Consultant from contesting the legality, validity or application of such fine or penalty to the full extent Consultant may lawfully be entitled, nor require Owner to pursue such a contest on Consultant’s behalf. Owner agrees to cooperate in Consultant’s content of the validity of such fine or penalty, at Consultant’s expense. T. For all contracts other than those compensated as lump sum, itemized receipts will be required for all direct non-competition covenantlabor expenses. Additionally, nothing in this Alternative Dispute Resolution provision is intended The Wichita Airport Authority as a recipient of federal funds will follow FAA regulations pertaining to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation reimbursement of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicedirect non-labor expenses on all contracts.

Alternative Dispute Resolution. Employee Direct Access Alliance version the following alternative dispute resolution (“ADR”) procedure prior to either Party pursuing other available remedies: 15.1 The form of this Agreement has been filed with and Employer acknowledge approved by the CPUC as part of the UDC’s applicable tariffs. Except as provided in Section 15.2 and agree that 15.3, any dispute arising between the Alternative Dispute Resolution described Parties relating to interpretation of the provisions of this Agreement or to the performance of the UDC’s obligations hereunder (including the performance of Billing Services, Metering Services and MDMA Services by the UDC) shall be reduced to writing and referred to the Parties’ representatives identified on Attachment A for resolution. Should such a dispute arise, the parties shall be required to meet and confer in this paragraph is a mutual condition an effort to resolve their dispute. Pending resolution, the Parties shall proceed diligently with the performance of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their respective obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree thatAgreement, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to except if this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable lawhas been terminated under Section 4.2. In the event If the Parties fail to reach an agreement within a reasonable period of time, the matter shall, upon demand of either Party, be submitted to resolution before the CPUC in accordance with the CPUC’s rules, regulations and procedures applicable to resolution of such disputes. A meeting shall be held no later than ten (10) calendar days after either Party gives the other Party written notice (“Notice of Dispute”) of the exact nature of the dispute. Such notice shall state specifically what the noticing Party considers necessary for the other Party to do to resolve the dispute. The meeting shall be attended by the Parties’ representatives identified in Attachment A, who shall attempt in good faith to negotiate a resolution of the dispute. 15.2 Any dispute arising between the Parties relating to interpretation of the provisions of this Agreement or to the performance of the ESP’s obligations hereunder (including the performance of Billing Services, Metering Services and MDMA Services by the ESP) shall be reduced to writing and referred to the Parties’ representatives identified on Attachment A for resolution. Should such a dispute arise, the parties shall be required to meet and confer in an effort to resolve their dispute. Pending resolution, the Parties shall proceed diligently with the performance of their respective obligations under this Agreement, except if this Agreement has been terminated under Section 4.2. If the Parties fail to reach an agreement within a reasonable period of time, the parties may mutually agree to pursue mediation or arbitration to resolve such issues. If, within five (5) calendar days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, they will jointly appoint a mutually acceptable neutral person not affiliated with either of the Parties (the “Neutral”) to act as a mediator. If the Parties are unable to agree on a mediatorthe Neutral within ten (10) calendar days from the date of the meeting specified in Section 15.1., or mediation is unsuccessful they shall seek assistance in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of regard from the American Arbitration AssociationAssociation (“AAA”). The costs fees of arbitration, including the Neutral and all other common fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by Parties. 15.3 Notwithstanding the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply toprovisions of Paragraph 15.1 and 15.2 above: (a) all disputes between the Parties relating to the payment by the ESP of any claim by Employee for medical and disability benefits under UDC fees or charges shall be subject to the Workers’ Compensation Act or unemployment compensation benefits under provisions of the Unemployment Insurance ActUDC’s applicable tariffs governing disputes over customer bills; (b) any Charge all disputes between the Parties regarding Competition Transition Charges payable by direct access customers or the ESP on behalf of Discrimination filed by Employee against such customers shall be subject to the Company with provisions of the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations ActUDC’s applicable tariffs; or and (c) any claim the UDC may pursue available remedies for unauthorized electrical use by the Company ESP in a court of competent jurisdiction. The mediation shall proceed in accordance with AAA’s Commercial Mediation Rules or the Parties may mutually establish their own procedure. 15.4 If the dispute involves a request for damages, parties are notified that the Commission has no authority to award damages. To resolve such issues, the parties may mutually agree to pursue mediation or arbitration to resolve such issues, or if no agreement is reached, to pursue other legal remedies that are available to the parties. The Parties shall pursue mediation in good faith and in a timely manner. In the event that the mediation does not result in resolution of the dispute within thirty (30) calendar days after the Notice of Dispute, then, upon seven (7) days written notice to the other Party, either Party may suggest another form of ADR, e.g., binding arbitration, a mini-trial or a summary jury trial, or may pursue other available remedies. 15.5 All ADR proceedings shall be strictly confidential and used solely for the purposes of settlement. Any materials prepared by one Party for the ADR proceedings shall not be used as evidence by the other Party in any subsequent litigation; provided, however, the underlying facts supporting such materials may be subject to discovery. 15.6 Each Party fully understands its specific obligations under the ADR provisions of this Agreement. Neither Party considers such obligations to be vague or in any way unenforceable, and neither Party will contend to the contrary at any future time or in any future proceedings. 15.7 The provisions of this Section 15 shall not be deemed to foreclose either Party from pursuing any provisional remedies, including injunctive or equitable relief, including without limitation claims related prior to unauthorized disclosure the commencement of confidential information, trade secrets, intellectual property, unfair competition, breach any ADR procedure. SDG&E version 15.1 Disputes regarding the interpretation of this Agreement or any of the non-solicitation covenantUDC’s tariffs, or breach relating to the UDC’s performance of CPUC rules, orders, or other requirements shall be taken to the CPUC for resolution before pursuing any other remedies at law or in equity. 15.2 All disputes arising between the Parties relating to payment of UDC’s fees under this Agreement or other applicable tariffs shall be subject to the provisions of the non-UDC’s applicable tariffs governing disputes over customer bills. 15.3 All disputes between the Parties regarding competition covenant. Additionally, nothing transition charges payable by direct access customers or the ESP on behalf of such customers shall be subject to the provisions of the UDC’s applicable tariffs and the CPUC’s jurisdiction. 15.4 Notwithstanding anything in this Alternative Dispute Resolution provision is intended Agreement to the contrary, the UDC may pursue available remedies for unauthorized electrical use by the ESP in a court of competent jurisdiction and in accordance with applicable law. 15.5 Before pursuing any resolution of a dispute before the CPUC or court, where permitted, the Parties shall prohibit, prevent, or otherwise restrict Employee or Employer from: first attempt to resolve the dispute through the following means: (a) reporting any good faith allegation The Party seeking the resolution shall give the other Party written notice of unlawful employment practices to any appropriate federalthe exact nature of the dispute, Statesetting forth the proposed resolution of the dispute and all grounds on which the claim is made. The written notice shall be delivered by hand or facsimile, with receipt confirmed, or local government agency; by certified mail, postage prepaid, to the person and at the address set forth in Section 13. (b) reporting any The authorized representatives of the Parties, as identified in Attachment A, shall hold a meeting no later than ten calendar days after receipt of the Notice, or, if a meeting cannot be reasonably arranged within ten days, as early thereafter as is reasonably feasible, at which they shall attempt in good faith allegation to negotiate resolution of criminal conduct to any appropriate federal, State, or local official; the dispute. (c) participating in a proceeding with any appropriate federalIf, Statewithin ten calendar days after the meeting, or local government agency enforcing discrimination laws; the Parties have been unable to resolve (d) making any truthful statements or disclosures required by law, regulation, or legal process; All such meetings shall be strictly confidential and (e) requesting or receive confidential legal adviceused solely for the purposes of settlement of the dispute.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative If any Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute arises between the parties, such Dispute shall be submitted presented to mediation before the respective presidents or senior executives of Catalent and Xencor for their consideration and resolution for a mutually agreeable mediatorperiod of up to […***…]. If such parties cannot *** Confidential Treatment Requested reach a resolution of the Dispute within such period, which cost is to be borne equally by then at either party’s request (the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation“Requesting Party”), such claim or controversy Dispute shall be resolved by binding alternative dispute resolution in accordance with the then existing commercial arbitration rules of CPR Institute for Dispute Resolution, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and judgment on the arbitration award may be entered in Illinois under any court having jurisdiction thereof; provided, however, that no Dispute concerning the auspices validity or infringement of any intellectual property of either party shall be subject to the provisions of this Section 12.9. Any such arbitration shall be conducted before a panel of three neutral and experienced arbitrators, one chosen by Catalent, one chosen by Xencor and the third chosen by the foregoing two arbitrators. The parties shall be entitled to conduct reasonable discovery, within limitations to be established by the arbitrators. Arbitration shall be conducted in the jurisdiction of the American Arbitration Associationnon-Requesting Party. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a party’s compensatory damages. Except to the extent necessary to confirm an award or as may be required by law, neither a party nor any arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable statute of limitations. Each party shall bear its own attorneys’ fees, costs of arbitration, including the fees and expenses disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be shared equally by authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and/or the fees and costs of the arbitrators. Each party shall fully perform and satisfy any monetary component of the arbitration award within […***…] of the service of the award. By agreeing to this binding arbitration provision, the parties unless understand that they are waiving certain rights and protections which may otherwise required be available if a dispute between the parties were determined by law litigation in court, including, without limitation, the right to seek or directed obtain certain types of damages precluded by this provision, the arbitrator in arbitrator’s awardright to a jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing provisions of this Section 12.9, each party acknowledges and agrees that, due to the unique and valuable nature of the other party’s intellectual property and Confidential Information, there can be no adequate remedy at law for any other provision in breach by such party of the provisions of this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) that any claim by Employee such breach may result in irreparable harm to the other party for medical which monetary damages would be inadequate to compensate such party and disability benefits that the other party shall have the right, in addition to any other rights available under the Workers’ Compensation Act applicable law, to obtain from any court of competent jurisdiction injunctive relief to restrain any breach or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, *** Confidential Treatment Requested threatened breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, preventof, or otherwise restrict Employee to specifically enforce, any covenant or Employer from: (a) reporting obligation of such party under such provisions, without the necessity of posting any good faith allegation of unlawful employment practices to any appropriate federal, State, bond or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicesecurity.

Alternative Dispute Resolution. Employee (a) Neither party under this Agreement shall commence any action in any court or other forum with regard to an alleged breach of any provision of this Agreement, whether in law or in equity, including, but not limited to, arbitration or litigation, unless and Employer acknowledge and agree until such party has made a good faith determination that the Alternative Dispute Resolution described cumulative damages with regard to all claims (whether or not previously asserted) are equal to or exceed $100,000 exclusive of interest; provided, however, that in this paragraph is the event that a mutual condition of their employment relationship, and that both Parties had claim arises (the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by“Claim”), the procedures set forth in damages with regard to which do not equal or exceed $100,000 exclusive of interest, the party having such Claim shall give written notice of the existence of the Claim to the other party hereto, upon which all applicable statutes of limitations and all similar statutes shall be tolled indefinitely. No party hereto may raise a defense of laches to any Claim regarding which written notice was sent under this Agreement. . (b) In consideration connection with Claims for which damages are determined in good faith by the services provided claiming party to Employer by Employee, be between $100,000 and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by$250,000, the procedures set forth in this Agreement. The Parties acknowledge party having such Claim shall give written notice to the other party hereto and agree that their mutual forbearance of thereafter the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy matter shall be resolved as follows: (i) The parties shall endeavor to resolve the dispute by arbitration in Illinois proceeding at the instance of either to non-binding mediation conducted under the auspices Commercial Mediation Rules of the American Arbitration Association or under such other rules as the parties may promptly agree to employ. (ii) If the dispute has not been resolved pursuant to the aforesaid mediation procedure within sixty (60) days of commencement of such procedure (which period may be extended by mutual agreement), or if either party does not participate in good faith in mediation, the parties shall submit such dispute to arbitration. Any arbitration required under this Section 7.2 shall be conducted in accordance with the rules of the American Arbitration Association then in effect in the City of New York, County of New York with respect to expedited arbitrations and providing for at least three (3) arbitrators, which arbitrators shall be individuals skilled in the legal and business aspects of the subject matter of this Agreement and recommended by the American Arbitration Association. The costs parties mutually promise and agree that after any party has filed a notice of arbitrationintent to arbitrate any dispute under this Agreement and before the hearing thereof, they shall make discovery and disclosure of all matters relevant to the subject matter of such dispute, to the extent and in the manner provided by the Federal Rules of Civil Procedure. Any questions that may arise with respect to the fulfillment of or the failure to fulfill this obligation shall be referred to the arbitration panel for its determination, which shall be final and conclusive. (iii) The determination of the arbitration panel shall be binding and conclusive on the parties. Each party shall bear the cost of one arbitrator and they shall split the cost of the third arbitrator, provided that if the arbitrator believes that any decision taken by a party is frivolous, the arbitrator may award arbitrator’s fees to the prevailing party. Each party shall pay its own attorney’s fees. (iv) Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any party under this Agreement may commence an action, whether in law or in equity (consistent with Sections 8.8 and 8.10 of this Agreement), for a Claim or Claims with regard to which the alleged damages, individually or in the aggregate, exceed $250,000 as determined in good faith by the claiming party. Each party to this Agreement acknowledges and agrees that bringing an action as set forth above, either as an arbitration and/or in a court, (together with any supplemental and/or appellate proceeding) for breach of contract (or any equitable remedy related thereto) with respect to breaches of the representations and warranties, or violations of the covenants and agreements, contained in this Agreement shall be its sole remedy against the other party(ies) with respect to the transactions contemplated by this Agreement, absent fraud. (c) Notwithstanding any provision of this Agreement to the contrary, no party shall be liable for any consequential damages, including loss of revenue, income or profits, loss in value of assets or securities, punitive, special, treble, remote, special or indirect damages, or loss of business reputation or opportunity relating to the fees and expenses breach of this Agreement, including for any claim based upon any multiplier of such party’s earnings before interest, Tax, depreciation or amortization, or any similar valuation metric. (d) The parties shall treat any payments with respect to Losses arising from a breach or violation of the arbitrationrepresentations and warranties contained in this Agreement made pursuant to this Article VII as an adjustment to the Purchase Price for all U.S. federal, shall be shared equally by the parties unless state, local and foreign Tax purposes, except as otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by applicable law, regulation, or legal process; and (e) requesting or receive confidential legal advice.

Alternative Dispute Resolution. Employee 6.5.1. The Buyer and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily Lenders agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and use reasonable efforts to resolve between themselves any dispute they have with respect to the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, matters covered hereby or any other dispute between the partiesagreement or document delivered pursuant hereto or thereto, shall including any amendments hereof and thereof. 6.5.2. Except for disputes with respect to issues of validity or infringement of any intellectual property rights which must be submitted to mediation before a mutually agreeable mediatorcourt of competent jurisdiction, which cost is to the extent that any misunderstanding or dispute cannot be resolved agreeably in a friendly manner, the dispute will be mediated by a mutually-acceptable mediator to be borne equally chosen by the Buyer and the Lenders within forty-five (45) days after written notice by one of the parties hereto, except this cost is delivered to the other demanding mediation. Neither party may be waived by unreasonably withhold consent to the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on selection of a mediator; however, or either party may request a postponement of the mediation is unsuccessful until each has completed specified but limited discovery with respect to a dispute. The parties may also agree to attempt to resolve their dispute by some other form of alternate dispute resolution (“ADR”) in resolving the claim or controversy within one (1) month after the commencement lieu of mediation, including by way of example and without limitation neutral fact-finding or a mini-trial. 6.5.3. Any such claim dispute which the parties cannot resolve through negotiation, mediation or controversy other form of ADR within three (3) months of the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution. The use of any ADR procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party. Nothing in this Section 6.5.3 will prevent either party from resorting to judicial proceedings if (A) good faith efforts to resolve the dispute under these procedures have been unsuccessful or (B) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others. 6.5.4. Each of the Buyer and the Lenders shall bear its own costs of mediation or ADR, but the Buyer and the Lenders agree to share the costs of the mediator or ADR provider equally. The Lenders’ costs of mediation or ADR and its share of the costs of the mediator or ADR provider shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally paid by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical Debtor and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceconstitute Indebtedness.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that ‌ (a) In the event there is a dispute between the Parties relating to a matter which is expressly permitted under the terms of this Agreement to be resolved pursuant to the Alternative Dispute Resolution Procedures described in this paragraph Section 19.12(a), either Party may send a notice to the other Party setting forth in reasonable detail the matters in dispute (a “Dispute Notice”). If the dispute is not resolved within five (5) Business Days after the date of the giving of a mutual condition Dispute Notice, then the Authority Representative and the StadCo Representative shall meet at a mutually agreeable time and place within ten (10) Business Days after the date of their employment relationshipthe giving of a Dispute Notice in order to endeavor, and in good faith, to resolve such dispute. In the event that both they are unable to resolve the dispute within twenty (20) Business Days from the giving of a Dispute Notice with respect to such dispute, then either Party may submit the dispute to arbitration in accordance with Section 19.12(b) through (d) below.‌ (b) If the dispute cannot be resolved between the Parties had pursuant to Section 19.12(a), the opportunity dispute shall be determined by arbitration in Clark County, Nevada, or any other location agreed to negotiate over by the terms of this paragraph and knowingly and voluntarily agree parties, before three (3) arbitrators. The arbitration shall be administered by JAMS pursuant to its termsComprehensive Arbitration Rules and Procedures or, in the case of disputes relating to the performance of any Maintenance, Capital Matters or the Capital Budget, pursuant to its Engineering and Construction Arbitration Rules and Procedures for Expedited Arbitration. In consideration for Employee’s employment by Employer and continued employmentJudgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (c) Within fifteen (15) Business Days after the commencement of arbitration, Employee’s receipt of compensation and other benefits from Employereach Party shall select one person to act as arbitrator, and the Employer’s agreement herein two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the Parties are unable or fail to arbitrateagree upon the third arbitrator within the allotted time, Employee agrees to participate inthe third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent, and impartial arbitrators. (d) The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be bound bynecessary to prepare for or conduct the arbitration hearing on the merits, the procedures set forth or except as may be necessary in this Agreementconnection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arbitration arising out of or relating related to this Agreement or Agreement, the breach thereofarbitrator(s) shall award to the prevailing Party, or any other dispute between if any, the partiescosts and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrators determine a party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Discovery shall be submitted to mediation before permitted in the arbitration in accordance with the Federal Rules of Civil Procedure. The arbitrators shall issue a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost reasoned award. No demand for arbitration may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month made after the commencement date when the institution of mediation, legal or equitable proceedings based on such claim or controversy shall dispute would be resolved barred by arbitration in Illinois under the auspices applicable statute of the American Arbitration Associationlimitation. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally arbitrator is not authorized to award punitive or other damages not measured by the parties unless otherwise required by law or directed by the arbitrator in arbitratorprevailing Party’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advice.actual damages.‌

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that (a) Any dispute arising out of or relating to any covenant contained in any Schedule to this Agreement shall be resolved in accordance with the Alternative Dispute Resolution described procedures specified in this paragraph is a mutual condition Section 11.10, which shall constitute the sole and exclusive procedures for the resolution of their employment relationshipsuch disputes, and that both Parties had except to the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily extent any such Schedule expressly provides another dispute resolution process. (b) The parties agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein use their best efforts to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, settle promptly any controversy disputes or claim claims arising out of or relating to this Agreement through negotiation conducted in good faith between executives having authority to reach such a settlement. If either party hereto shall so request, the parties shall mutually agree on the selection of a mediator who shall mediate the negotiations, which shall be non-binding. All negotiations and mediation discussions pursuant to this paragraph are confidential and shall be treated as compromise and settlement negotiations for purposes of Federal Rule of Evidence 408 and applicable state rules of evidence. (c) Any dispute arising out of relating to any Schedule to this Agreement or the breach breach, termination, or validity thereof, which dispute has not been resolved by a negotiation or any other dispute between mediation as provided in paragraph (b) hereof within 60 days from the partiesdate that either negotiations or mediation shall have been first requested, shall be submitted to mediation settled by binding arbitration before a mutually agreeable mediator, which cost is to be borne equally by three independent and impartial arbitrators in accordance with the parties heretothen current rules of the American Arbitration Association, except to the extent such rules are inconsistent with any provision of this cost may be waived by Agreement, in which case the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement provisions of mediation, such claim or controversy this Agreement shall be resolved followed, and except that the arbitrations under this Agreement shall not be administered by arbitration in Illinois under the auspices of the American Arbitration Association. The costs Arbitrators shall be (i) independent of arbitrationthe parties and disinterested in the outcome of the dispute, (ii) attorneys, accountants, investment bankers, commercial bankers or engineers familiar with contracts governing the operation of electric utility assets, and (iii) qualified in the subject area of the issue in dispute. For purposes of the preceding sentence, residents of Long Island shall not be considered interested merely by virtue of their residence. The Arbitrators shall be chosen by the parties, with each party choosing one arbitrator and those arbitrators choosing the third arbitrator. Judgment on the award rendered by the Arbitrators may be entered in any court in the State of New York having jurisdiction thereof. If either party refuses to participate in good faith in the negotiations or mediation proceedings described in paragraph (b) hereof, the other may initiate arbitration at any time after such refusal without waiting for the expiration of the 60 day period. Except as provided in Paragraph (d) hereof relating to provisional remedies, the Arbitrators shall decide all aspects of any dispute brought to them including attorney disqualification and the timeliness of the making of any claim. (d) Either party may, without prejudice to any negotiation, mediation, or arbitration procedures, proceed in any court of competent jurisdiction to seek provisional judicial relief if, in such party's sole discretion, such action is necessary to avoid imminent irreparable harm or to preserve the status quo pending the conclusion of the dispute procedures specified in this Section 11.10. (e) The Arbitrators shall have no authority to award punitive damages or any other damages aside from the prevailing party's actual and consequential damages, plus interest thereon at the Base Interest Rate (as defined in the Management Services Agreement) accrued from the date such damages were incurred. The Arbitrators shall not have the authority to make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. (f) The Arbitrators may award reasonable attorneys' fees and expenses costs of the arbitration, . (g) Any claim under any Schedule to this Agreement shall be shared equally time-barred, regardless of any statute of limitations periods provided by state or federal law, unless negotiation or mediation with respect thereto is commenced with respect to such claim within twelve months after the basis for such claim has been discovered. (h) The Arbitrators shall have the discretion to order a pre-hearing exchange of information by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreementparties, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissionincluding, without limitation, the Illinois Department production of Human Rightsrequested documents, the Chicago Commission on Human Relationsexchange of summaries of testimony of proposed witnesses, or charges filed with and the National Labor Relations Board under the National Labor Relations Act; or (c) any claim examination by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure deposition of confidential information, trade secrets, intellectual property, unfair competition, breach parties. Each of the non-solicitation covenantparties agrees to produce all such requested documents and to deliver to the other a certificate, executed by a senior executive of such party, stating that all such documents have been so produced. (i) The site of any arbitration proceeding brought pursuant to this Agreement shall be Mineola or breach of Hauppauge, New York. (j) The Arbitrators' award shall be in writing and shall set forth the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or factual and legal process; and (e) requesting or receive confidential legal advicebases for the award.

Alternative Dispute Resolution. Employee In acknowledgement of the relationship of trust and Employer acknowledge and cooperation between the parties, the parties agree that any dispute or disagreement arising under this Agreement that is not able to be resolved after good faith collaborative efforts to do so shall be submitted to an alternative dispute resolution process. The parties further agree that such process shall be the sole and exclusive means of resolving disputes between them in any way related to this Partnership Agreement. The Alternative Dispute Resolution described in this paragraph is process shall be initiated by the way of a mutual condition of their employment relationship, and that both Parties had written communication from the opportunity initiating party to negotiate over the terms other party. For purposes of this paragraph Agreement, alternative dispute resolution (ADR) shall mean adherence to the following process: Step One shall be a meeting between the City Manager and knowingly the Executive Director of BPC, which shall be convened as soon as practicable. Follow up meetings may also be scheduled as agreed and voluntarily agree to its termsshall be deemed a part of Step One. In consideration for Employee’s employment by Employer and continued employmentIf there is no resolution either during Step One or during the ninety (90) day period from the date that ADR was first invoked, Employee’s receipt of compensation and other benefits from Employerthe parties shall be deemed at impasse, and the Employer’s agreement herein ADR process shall progress to arbitrate, Employee agrees Step Two. Step Two shall be placement of the subject matter of the dispute on the agenda of the next available City Commission meeting. At such meeting the City Commission shall do one of the following: 1. Decide as to participate in, how to resolve the dispute 2. Delegate the task of resolving the dispute to a qualified and be bound by, willing designee for a recommendation 3. Determine that it is unable to resolve the procedures set forth in dispute and therefore terminate this Agreement. In consideration the event BPC disagrees with the decision of the City Commission as to how to resolve the dispute, whether made initially or after referral to a designee for recommendation; or in the services provided event the City Commission fails or refuses to Employer by Employeeundertake any of the three alternatives specified above; then in any of these events, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of BPC shall have the right to proceed in court alone acts as sufficient consideration to support all of their obligations under terminate this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable lawAgreement. In the event the Parties fail to agree on a mediatorof termination in accordance with this Section 21, or mediation is unsuccessful in resolving the claim or controversy within one thirty (130) month after the commencement days advance written notice of mediation, such claim or controversy termination shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally provided by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related terminating party to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenantterminating party. For the purposes of this Section 21, the phrase “dispute or breach disagreement arising under this Agreement” shall include, but shall not be limited to, disputes arising from the factual or alleged failure or refusal of the non-competition covenantCity to budget and appropriate sufficient funds to construct improvements, to fund construction contracts or to conduct other activities in furtherance of the Approved Master Plan. AdditionallyHowever, nothing in the term “dispute or disagreement arising under this Alternative Dispute Resolution provision is intended to Agreement” shall not include disputes over the final decisions of the City Commission on any site plan, conditional use or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceother development application.

Alternative Dispute Resolution. Employee Landlord and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity Tenant shall attempt to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, settle any claim or controversy or claim arising out of this Lease through consultation and negotiation in the spirit of mutual cooperation. If such attempts fail, then with respect to the matters arising Under Section 18.4, the dispute shall first be submitted to a mutually acceptable neutral advisor for mediation, fact-finding or relating to this Agreement other form of alternative dispute resolution. Neither of the parties may unreasonably withhold acceptance of such an advisor, and his or her selection will be made within 30 days after notice by the breach thereof, other party demanding such remediation. Cost of such mediation or any other alternative dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally resolution agreed upon by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by Landlord and Tenant. Any dispute that cannot be so resolved between the parties unless otherwise required within 90 days of the date of initial demand by law or directed either party for such mediation shall be finally determined by the arbitrator in arbitrator’s awardcourts. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does The use of such a procedure shall not apply to: (a) any claim by Employee for medical and disability benefits be construed to affect adversely the rights of either party under the Workers’ Compensation Act doctrines of laches, waiver or unemployment compensation benefits under estoppel. EXECUTED as of the Unemployment Insurance Actdate first above written. LANDLORD: CREEKSIDE BUILDING LLC, a Washington limited liability company By WELLS FARGO BANK, N.A., AS COR▇▇▇▇▇E CO-TRUSTEE FOR AUTOMOTIVE INDUSTRIES PENSION TRUST FUND; (bAND FOR STATIONARY ENGINEERS LOCAL NO. 39 PENSION TRUST FUND; AND FOR STATIONARY ENGINEERS LOCAL NO. 39 ANNUITY TRU3T FUND, as authorized signatory for all Members By /s/ -------------------------------------- Its Vice President ------------------------------------- By /s/ -------------------------------------- Its Vice President ------------------------------------- TENANT: PACIFIC AEROSPACE AND ELECTRONICS, INC. A. Wright Its President/▇▇▇ ------------------------------------- STATE OF WASHINGTON ) any Charge ) ss. COUNTY OF CHELAN ) On this 3 day of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity CommissionOCTOBER, 1997, before me, the Illinois Department undersigned, a Notary Public in and for the State of Human RightsWASHINGTON personally appeared DON A. WRIGHT, to me known to be the PRESIDENT/CEO of PA&E, the Chicago Commission CORP. ▇▇▇▇ ▇▇▇▇▇▇▇d the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said CORP., for the uses and purposes therein mentioned, and on Human Relations, or charges filed with oath stated that he/she was authorized to execute the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure said instrument on behalf of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advicesaid CORP.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that This Article shall not be applicable to enforcement of any provision of the Alternative Dispute Resolution described Operating Agreements. The rights of the parties under the Operating Agreements shall be enforced in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over accordance with the terms of the Operating Agreements. For the limited purpose of this paragraph Article the term “Transaction Documents” shall not include the Operating Agreements. Compliance with this Article shall constitute a condition precedent to either party seeking judicial enforcement of any provisions of the Transaction Documents. Any dispute concerning the Transaction Documents shall be resolved under the mediation and knowingly binding arbitration procedures of this Article X. Upon the occurrence of any dispute between REP and voluntarily agree Seller in connection ‘with their rights and obligations under the Transaction Documents, REP and Seller will first attempt in good faith to its termsresolve all disputes by negotiations between management level persons who have authority to settle the controversy. In consideration 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 Santa Maria, California, employing management level persons with authority to settle the dispute, in accordance with the Center for Employee’s employment Public Resources Model Procedure for Mediation of Business Disputes, as such procedure may be modified by Employer and continued employmentagreement of the parties. The parties shall share the cost of the mediator equally. If the dispute has not been resolved pursuant to mediation within sixty (60) days after initiating the mediation process, Employee’s receipt the dispute shall be finally resolved through binding arbitration, as follows: (a) If any dispute or controversy shall arise between the parties out of compensation and other benefits from Employerthe Transaction Documents, the alleged breach thereof or any tort in connection therewith, or out of the refusal to perform the whole or any part thereof, and the Employer’s agreement herein parties shall be unable to arbitrate, Employee agrees agree with respect to participate in, and be bound bythe matter or matters in dispute or controversy, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, same shall be submitted to mediation arbitration before a mutually agreeable mediator, which cost is to be borne equally by panel of arbitrators in accordance with the parties hereto, except this cost may be waived by Federal Arbitration Act and the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices Commercial Arbitration Rules of the American Arbitration Association, to the extent that such Rules do not conflict with the terms of such Act or the terms of the Transaction Documents. The costs panel of arbitrationarbitrators shall be chosen as follows: Upon the written demand of either party and within ten (10) working days from the date of such demand, including each party shall name an arbitrator and these two so named shall promptly thereafter choose a third. If either party shall fail to name an arbitrator within ten (10) working days from such demand, the fees 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 expenses appoint the third arbitrator, then upon written application by either party such third arbitrator may be appointed by the then presiding judge of the Superior Court of the State of California in and for the County of Santa ▇▇▇▇▇▇▇, acting as an individual. The party making the application shall give the other party ten (10) day’s notice of the application. All arbitrators selected to act hereunder shall be qualified by education, experience, and training to pass upon the particular matter or matters in dispute. All arbitrators selected under the Transaction Documents shall have at least fifteen (15) years professional experience in the oil and gas exploration and development industry and shall not previously have been employed by either party and shall not have a direct or indirect interest in either party or the subject matter of the arbitration. (b) 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. Unless otherwise determined by the arbitrators, the hearing and presentations of the parties shall not exceed five (5) days cumulative. The location of all arbitration proceedings hereunder shall be Santa ▇▇▇▇▇▇▇ County, California. 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 none had been previously selected. (c) The award of the arbitrators, or a majority thereof, shall be shared equally in writing, determined in accordance with the substantive laws of the State of California, and shall be final and binding on the parties as to the question or questions submitted, and the 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 the Transaction Documents, as the Transaction Documents 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 unless otherwise required by law or directed 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 in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim named by Employee for medical and disability benefits under the Workers’ Compensation Act a party shall be borne solely by such party; provided that if court proceedings to stay litigation or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissioncompel arbitration are necessary, the Illinois Department party who unsuccessfully opposes such proceedings shall pay all reasonable associated costs, expenses and attorney’s fees of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; such court proceedings. (d) making any truthful statements The arbitrators shall not be required to explain reasons for the award. No transcript or disclosures 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 conditions of the award to outside attorneys, auditors, and insurers, or legal process; (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 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. (e) requesting The award of the panel of arbitrators and the obligation to abide by same and perform the conditions thereof shall not be appealable and shall be enforceable in any state district court for Santa ▇▇▇▇▇▇▇ County, California or receive confidential legal advicethe federal court for the Central District of California having jurisdiction. Each party shall bear its own attorneys’ fees in connection with any enforcement of an arbitration award, or in any other court litigation arising out of the Transaction Documents. (f) The provisions of Article X shall not limit the obligation of a party to defend, indemnify or hold harmless the other party against Claims as provided in Article IX .

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationshipA. Before resorting to mediation, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and arbitration or other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound bylegal process, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance primary contacts of the right parties shall meet and confer and attempt to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, amicably resolve any controversy or claim dispute arising out of from or relating to this Agreement subject to the following provisions. Any party desiring to meet and confer shall so advise the other party pursuant to a written notice. Within 15 days after provision of that written notice by the party desiring to meet and confer, the primary contacts for each party shall meet in person and attempt to amicably resolve their dispute. Each primary contact, or the breach thereof, or any other dispute between person acting in their absence with full authority to resolve the partiesdispute, shall attend the meeting and shall be prepared to devote an entire day thereto. If any dispute remains unresolved at the end of the meeting, any party to this Agreement shall have the right to invoke the mediation process provided for in the subparagraph B below. B. Subject to the provisions of subparagraph A, any dispute that remains unresolved after the meet and confer shall immediately be submitted to mediation non-binding neutral mediation, before a mutually agreeable acceptable, neutral retired judge or justice at the San Francisco Office of the Judicial Arbitration and Mediation Service (“JAMS”). If within five days after the meet and confer the parties are unable to agree upon the selection of a neutral mediator, which cost then the first available retired judge or justice at the San Francisco office of JAMS shall serve as the neutral mediator. The parties agree to commit to at least one full day to the mediation process. Additionally, to expedite the resolution of any dispute that is to be borne equally not resolved by mediation, the parties heretoagree to each bring to the neutral mediation a list of at least five neutral arbitrators, except this cost may be waived by including their resumes, whose availability for an arbitration hearing within 30 days after the Employer where such fees mediation has been confirmed. C. If mediation is unsuccessful, before the mediation concludes, the parties shall mediate the selection of a neutral arbitrator to assist in the resolution of their dispute. If the parties are discouraged or prohibited by applicable law. In the event the Parties fail unable to agree on a an arbitrator, the parties agree to submit selection of an arbitrator to the mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy whose decision shall be resolved by arbitration in Illinois under binding on the auspices parties. In that case, the mediator shall select a neutral arbitrator from the then active list of retired judges or justices at the San Francisco Office of the American Arbitration AssociationJAMS. The costs of arbitration, including arbitration shall be conducted pursuant to the fees and expenses provisions of the arbitrationCalifornia Arbitration Act, sections 1280-1294.2 of the California Code of Civil Procedure. In such case, the provisions of Code of Civil Procedure Section 1283.05 and 1283.1 shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in apply and are hereby incorporated into this Agreement, . D. This section 18 shall survive the termination or expiration of this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceAgreement.

Alternative Dispute Resolution. Employee For any and Employer acknowledge and agree that all claims, disputes, or controversies arising under, out of, or in connection with this Agreement, then either party may after such sixty (60) day period advise the other party of its intent to pursue such claim, dispute, or controversy in Alternative Dispute Resolution described (ADR) in this paragraph is a mutual condition writing which describes in reasonable detail the nature of their employment relationshipsuch dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party and that both Parties had shall additionally have advised the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth party in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance writing of the right to proceed name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, such representatives shall agree upon a third party, which is in court alone acts as sufficient consideration to support all the business of their obligations under this providing Alternative Dispute Resolution provision(ADR) services (hereinafter, “ADR Provider”) and shall schedule a date with such ADR Provider to engage in ADR. The Company and Employee mutually agree thatThereafter, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out representatives of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful shall engage in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration good faith in Illinois an ADR process under the auspices of the American Arbitration Associationselected ADR Provider. The costs of arbitration, including If within the fees and expenses aforesaid ten (10) business days after the date of the arbitration, shall be shared equally by notice of dispute the representatives of the parties unless otherwise required by law have not been able to agree upon an ADR Provider and schedule a date to engage in ADR, or directed by if they have not been able to resolve the arbitrator dispute within thirty (30) business days after the conclusion of ADR, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in arbitrator’s awardeither the state or federal courts of India for all the operational matters and of the State of Delaware for all the disputes related to Licensed Know-How and Intellectual Property rights, to whose jurisdiction for such purposes each of LICENSOR and LICENSEE hereby irrevocably consents and submits. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionallyforegoing, nothing in this Alternative Dispute Resolution provision is intended Section 11.8 shall be construed to waive any rights or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting timely performance of any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceobligations existing under this Agreement.

Alternative Dispute Resolution. Employee and Employer acknowledge and 19.1 All claims, disputes or controversies arising out of, or in relation to the interpretation, application or enforcement of this Agreement may be decided through mediation as the first method of resolution. If this method proves unsuccessful, then all claims, disputes or controversies as stated above may be submitted to binding arbitration, if agreed to by all Parties. If any party objects to binding arbitration, any dispute or controversy shall be submitted to a Court of competent jurisdiction in accordance with the conditions set forth in Article 19.2 below. If the Parties all agree that to binding arbitration, such arbitration shall take place in a location closest to the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationshipDistrict, and that both shall be conducted under the Construction Industry Rules of the American Arbitration Association in effect on the date hereof. 19.2 In the event of a good faith dispute between the Parties had as to performance of the opportunity to negotiate over work or the terms interpretation of this paragraph and knowingly and voluntarily agree Agreement, or payment or nonpayment for work performed or not performed, the Parties shall attempt to its termsresolve the dispute promptly. In consideration for Employee’s employment by Employer and continued employmentPending resolution of this dispute, Employee’s receipt Architect agrees to continue the work diligently to completion provided District continues to pay all amounts then due to Architect hereunder not in good faith dispute. If the District disputes any amounts due Architect, the District shall give prompt written notice of compensation and other benefits from Employer, the amounts in dispute and the Employerreasons therefor. No amounts may be withheld from Architect’s agreement herein compensation on account of any penalty, liquidated damages or other sums withheld from payments to arbitratecontractors, Employee agrees or on account of the cost of changes in the Work other than those for which are found to participate in, and be bound by, arise from the procedures Architect’s errors or omissions or Architect’s failure to comply with the requirements set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound byevent that the total amount withheld exceeds forty-five percent (45%) of the total computed Architect fee, the procedures set forth in this Agreement. The Parties acknowledge Architect may discontinue work on the Project pending the submittal and agree that their mutual forbearance resolution of the right to proceed dispute through the dispute resolution proceedings in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable lawaccordance with Article 19.1 above. In the event the Parties fail to agree on a mediator, or mediation amount withheld is unsuccessful in resolving the claim or controversy within one less than forty-five percent (145%) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitrationtotal computed Architect fee, including and the fees and expenses of the arbitrationdispute is not resolved, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in Architect agrees it will neither rescind this Agreement, this Alternative Dispute Resolution provision nor stop the progress of its services provided District continues to pay all amounts due to Architect hereunder not in good faith dispute. Architect’s sole remedy shall be to submit such controversy to determination by a court having competent jurisdiction of the dispute, or other alternative dispute resolution proceedings in accordance with Article 19.1 above so long as it does not apply to: (a) cause any claim by Employee for medical and disability benefits under delays in completing the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceProject.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right shall attempt by direct good faith negotiations to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, resolve promptly any controversy or claim dispute arising out of or relating to this Agreement or Agreement. If the breach thereofmatter cannot be resolved in the normal course of business either Party shall give the other Party written notice (the “Dispute Notice”) of any such dispute not resolved at which time the dispute shall be referred to the senior management of the respective Parties who shall likewise attempt to resolve the dispute. If the dispute has not been resolved by negotiation as detailed above, or any other if the Parties fail to meet, within thirty (30) business days of the Dispute Notice, then the Parties shall endeavor to settle the dispute between by mediation under the partiessupervision of and in accordance with the CPR Model Mediation Procedure for Business Disputes in Europe. Unless otherwise agreed, both parties or each individual party may request the CPR to appoint an independent mediator. The language of the mediation shall be submitted to in English and the seat of mediation before a mutually agreeable mediatorshall be agreed upon by both parties or, which cost is to in the event the parties do not timely agree, the seat will be borne equally determined by the parties heretomediator. If the dispute has not been resolved by mediation as detailed above within ninety (90) days of the Dispute Notice, except this cost either party may be waived by submit the Employer where such fees are discouraged or prohibited by applicable lawdispute to arbitration for resolution in accordance with the CPR Arbitration Rules. A single, impartial arbitrator mutually acceptable to the Parties shall conduct the arbitration. In the event the Parties fail to cannot agree on a mediatoran arbitrator within twenty (20) business days of the submission of the dispute to arbitration, or mediation is unsuccessful in resolving either Party may request the claim or controversy within one (1) month after CPR to appoint an arbitrator. The seat of the commencement of mediation, such claim or controversy arbitration shall be resolved by arbitration in Illinois under London, United Kingdom, unless the auspices Parties agree otherwise. As a condition of appointment of the American Arbitration Associationarbitrator, said arbitrator shall agree to use her/his best efforts to conclude the proceeding within ninety (90) business days. The costs Said arbitrator shall have the authority to limit the volume of arbitration, including the fees evidence and expenses of the arbitration, shall documents to be shared equally submitted by the parties unless otherwise required by law or directed Parties. Any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator arbitrator. This § 13.12 shall, however, not be construed to limit or to preclude the rights of either Party under § 13.10 from bringing any action in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge court of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company competent jurisdiction for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, other provisional relief as necessary or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceappropriate.

Alternative Dispute Resolution. Employee (a) Any disputes regarding the preparation of the Preliminary Balance Sheet, the Final Balance Sheet, the Adjustment to the Preliminary Balance Sheet involving matters other than IBNR and Employer acknowledge Bulk Claims and adjustment to the Preliminary Balance Sheet involving IBNR and Bulk Claims shall be resolved in the manner described in Section 10.3 hereof. (b) The parties agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity they will attempt to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, settle any claim or controversy or claim arising out of this Agreement other than disputes referenced in Section 10.5(a) hereof through consultation and negotiation in good faith and in a spirit of mutual cooperation. If those attempts fail, then such dispute will be mediated by a mutually acceptable mediator to be chosen by the parties within 15 business days after written notice by one of the parties demanding mediation. Neither party may unreasonably withhold consent to the selection of the mediator and the parties agree to share the cost of the mediation equally. By mutual agreement, however, the parties may postpone mediation until the parties have each completed some specified but limited discovery regarding the dispute. The parties may also mutually agree to replace mediation with some other form of alternative dispute resolution ("ADR") such as neutral fact-finding or relating mini-trial. If any dispute cannot be resolved by the parties through negotiation, mediation or another form of ADR other than arbitration within 45 days of the date of the initial demand for ADR by one of the parties, then the dispute shall be determined by binding arbitration applying the laws of the State of Texas. Any arbitration pursuant to this Agreement shall be conducted before the American Arbitration Association in accordance with its arbitration rules. The arbitration shall be final and binding upon all the parties. The arbitrators award shall not be required to include factual findings or legal conclusions under the breach thereofdoctrine of laches, waiver, or any estoppel to adversely affect the rights of either party. (c) Any mediation or other form of ADR shall take place in Fort Worth or Dallas, Texas. Any dispute between which involves, in whole or in part, whether by claim, counterclaim or defense, one or more of the partiesfollowing issues is excepted from the preceding requirements regarding mediation or other form of ADR and, shall be submitted to mediation before a mutually agreeable mediatorif not otherwise resolved, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply tolitigation: (ai) any claim by Employee Purchaser for medical declaratory or equitable relief under this Agreement or under any of the other Transaction Documents, including but not limited to claims for specific performance, rescission, reformation or injunctive relief; and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (cii) any claim by the Company for injunctive or equitable reliefcontroversy arising out of, including without limitation claims related in connection with or relating to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceindemnity under Section 9 herein.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity The parties will attempt to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, settle any claim or controversy or claim arising out of or relating to this Agreement through good faith negotiations and in the spirit of mutual cooperation. If those attempts fail, except as otherwise contemplated in this Agreement or the breach thereofRelated Agreements (including without limitation Sections 7.2, or any other 8.2 and 15.5 of this Agreement) and subject to the provisions of this Section 23.6, such dispute between the partiesparties will be mediated by a mutually acceptable mediator to be chosen by the parties within * after written notice by the party demanding mediation. The disputes referred to in Sections 7.2, 8.2 and 15.5 of this Agreement, or elsewhere in this Agreement or the Related Agreements, shall be submitted settled as specified therein. Neither party may unreasonably withhold consent of the selection of the mediator and the parties will share the costs of the mediation equally. The parties may agree to replace mediation before a mutually agreeable mediatorwith some other form of Alternative Dispute Resolution (“ADR”), such as neutral fact-finding, mini-trial or arbitration. Any dispute which cost is to cannot be borne equally resolved by the parties heretothrough mediation or another form of ADR within * of the date of the initial written demand for mediation may then be submitted to the Federal or state courts, except this cost may as appropriate, for resolution. The use of any ADR procedures with respect to unresolved disputes will not be waived by construed under the Employer where such fees are discouraged doctrine of latches, waiver or prohibited by applicable law. In the event the Parties fail estoppel to agree on a mediator, or mediation is unsuccessful in resolving the affect adversely either party’s right to assert any claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s awarddefense. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionallyforegoing, nothing in this Alternative Dispute Resolution provision is intended Section 23.6 will prevent either party from resorting to or shall prohibit, preventjudicial process at any time if (i) good faith efforts to resolve the dispute under these procedures have been unsuccessful and such party reasonably believes that good faith efforts to continue to attempt to resolve the dispute under these procedures would be unsuccessful (irrespective of whether the * period contemplated herein has expired), or otherwise restrict Employee (ii) injunctive relief from a court is necessary to prevent serious and irreparable injury to one party or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceothers.

Alternative Dispute Resolution. Employee (a) The parties shall attempt in good faith to resolve any dispute arising out of or relating to the breach, termination or validity of this Agreement in the following manner: (i) Either party may give the other party written notice of any dispute not resolved in the normal course of business. That notice must set forth the basis for the initiating party’s claim and Employer acknowledge and agree the documentation that the Alternative Dispute Resolution described initiating party believes supports its claim. Project managers of both parties, at levels at least one step above the project personnel who have previously been involved in the dispute, will meet at a mutually acceptable time and place within ten days after the date of the delivery of that notice and as often after that time as they reasonably deem necessary for the purpose of exchanging relevant information and attempting to resolve the dispute. (ii) If the project managers fail to resolve the dispute within 30 days after the date of the dispute notice, or if the project managers fail to meet within the ten-day period specified above, both parties will refer the dispute to senior executives, who have authority to settle the dispute. In connection with that referral, the project managers will promptly prepare and exchange memoranda, which state the issues in dispute and each party's position in the dispute, which summarize the negotiations that have taken place, and to which they attach all relevant documentation. Following the exchange, each party's project manager will furnish copies of both parties' position memoranda to the senior executive within that party's organization to whom the dispute has been referred. The senior executives will meet for negotiations at a mutually agreed time and place within 45 days after the date of the delivery of the dispute notice. (b) If, following the referral of the matter to their senior executives, the parties fail to resolve the dispute within 60 days after the date of the dispute notice, the parties will attempt in good faith to resolve the controversy or claim in accordance with the Center for Public Resources Model ADR Procedures for the Mediation of Business Disputes. Notwithstanding any provisions in those procedures, the parties may not litigate any claim or dispute except as otherwise provided in this paragraph Agreement. (c) The parties shall finally settle any dispute not resolved by means of the mediation procedures within 60 days after the initiation of those procedures by arbitration conducted expeditiously in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes by three (3) arbitrators, with each party selecting one (1) arbitrator and the two (2) chosen arbitrators selecting the third. The United States Arbitration Act, 9 U.S.C. § 1-16, will govern the arbitration and any court having jurisdiction of the dispute may enter judgment upon the award the arbitrators render. The place of arbitration will be Memphis, Tennessee. If the dispute involves the payment of compensation by one party to the other, the parties will empower the arbitrators to award only compensatory damages within the upper and lower limits that the parties impose by mutual agreement. The parties each irrevocably waive in any dispute to which this Article 26 is applicable any right it may have to any damages in excess of compensatory damages, including, without limitation, punitive and treble damages. The following additional procedures will apply to any arbitration conducted in accordance with the foregoing: (i) The arbitrators will schedule a mutual condition pre-hearing conference to resolve procedural matters, arrange for the exchange of their employment relationshipinformation, obtain stipulations, and narrow the issues. The parties will submit proposed discovery schedules to the arbitrators at the pre-hearing conference. The scope and duration of discovery will be within the arbitrators' sole discretion. The arbitrators may order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties and third-party witnesses. The arbitrators will exercise their discretion in favor of discovery that both Parties had is reasonable under the opportunity circumstances. (ii) Any party may be represented by counsel or other authorized representative. In rendering their decision, the arbitrators will determine the parties' rights and obligations according to negotiate over the substantive and procedural laws of the state in which the Project is located and the terms of this paragraph Agreement. The arbitrators must base their decision on the evidence introduced at the hearing, including all logical and knowingly reasonable inferences from that evidence. The arbitrators may make any determination and voluntarily agree grant any remedy or relief that is just and equitable. The arbitrators must accompany their decision with a written statement of decision explaining the factual and legal basis for the decision as to its termseach of the principal disputed issues. In consideration The arbitrators may award costs, including, without limitation attorneys' fees and expert and witness costs, to the prevailing party, if any, as designated by the arbitrators. The party that does not prevail in the arbitration, as designated by the arbitrators, as part of their decision, must pay the arbitrators' fees and costs. The arbitrators will designate a party as the prevailing party if that party's proposal for Employee’s employment the resolution of dispute is the closer to that adopted by Employer and continued employmentthe arbitrators. (d) If any person involved in the meetings contemplated in Section 26.01(a) above wishes an attorney to accompany him or her to any of those meetings, Employee’s receipt that person will give written notice of compensation and that intention to the other benefits from Employer, party at least three business days in advance of any meeting that the attorney will attend and the Employer’s agreement herein other party may also cause an attorney representing its interests to arbitratebe present at each such meeting. (e) The parties may extend any deadline specified in this Article 26 by mutual agreement. (f) The parties will treat all negotiations conducted in accordance with the requirements of this Article 26, Employee agrees including, without limitation, the exchange of position memoranda, as confidential and as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and the rules of evidence of any court having jurisdiction over the dispute. (g) If multiple disputes between the parties are pending concurrently, the parties may consolidate those disputes for purposes of the mediation and arbitration stages described above. If a dispute between FedEx and any of its architects, engineers or other consultants engaged in the design and construction of the Project or a Separate Contractor is pending concurrently with a dispute between the parties and each dispute involves substantially the same facts, the parties will consolidate at the request of either of them the proceedings pending under the terms of this Article 26 with the dispute resolution proceedings pending between FedEx and its architect, engineer or other consultants or the Separate Contractor. If a dispute between Contractor and a Subcontractor is pending concurrently with a dispute between the parties and each dispute involves substantially the same facts, the parties will consolidate at the request of either of them the proceedings pending under the terms of this Article 26 with the dispute resolution proceedings pending between Contractor and the Subcontractor. If a dispute between ▇▇▇▇▇ and Landlord is pending concurrently with a dispute between the parties and each dispute involves substantially the same facts, the parties will consolidate at the request of either of them the proceedings pending under the terms of this Article 26 with the dispute resolution proceedings pending between FedEx and Landlord if Landlord will consolidate its claim. Neither party may enter into a contract relating to participate inthe Project that directly or indirectly gives any other person or entity a right to resolve any dispute with, and be bound byinvolving, or affecting the other party to this Agreement in a manner inconsistent with the procedures set forth in this Agreement. In consideration Article 26. (h) The procedures specified in this Article 26 are the sole and exclusive procedures for the services provided resolution of disputes to Employer by Employeewhich this Article is intended to apply. Either party may seek a preliminary injunction or other preliminary judicial relief, and Employee’s agreement herein to arbitratehowever, Employer agrees if, in that party's judgment, that action is necessary for the sole purpose of avoiding irreparable harm. Despite that action, the parties will continue to participate in, and in good faith in the procedures set forth above. All applicable limitations periods will be bound by, tolled while the procedures specified above are pending. The parties will take all action appropriate to accomplish that tolling. (i) Pending the resolution of a dispute in accordance with the procedures set forth in this Agreement. The Parties acknowledge Article 26, Contractor shall continue to perform the Work and agree FedEx shall continue to remit to Contractor any progress payment to which Contractor is entitled under the terms of this Agreement and that their mutual forbearance is not the subject of the right to proceed in court alone acts as sufficient consideration to support all dispute. (j) The provisions of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, Article 26 will survive any controversy or claim arising out termination of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal advice.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that If a dispute arises between the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or parties relating to this Agreement or Agreement, the breach thereof, or any other dispute between the parties, following procedure shall be submitted implemented before either party pursues other available remedies, except that either party may seek injunctive relief from a court, where appropriate, in order to mediation before maintain the status quo while this procedure is being followed: (a) The parties shall meet within ten days after either party notifies the other party in writing of the existence of a mutually agreeable mediatordispute to attempt in good faith to negotiate a resolution of the dispute. The meeting shall be attended by persons with authority to settle the dispute; PROVIDED, which cost is HOWEVER, that no such meeting shall be deemed to be borne equally by vitiate or reduce the obligations and liabilities of the parties heretoor be deemed a waiver by either party of any remedies to which such party otherwise would be entitled. (b) If within 15 days after such meeting, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In parties have not succeeded in negotiating a resolution of the event dispute, the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy dispute shall be resolved determined by arbitration. The arbitration shall be conducted in Illinois accordance with the United States Arbitration Act (Title 9, U.S. Code) and under the auspices Commercial Rules of the American Arbitration Association; provided, however, that with respect to Section 30, failure of any party to appear or respond in the arbitration proceeding shall result in a default award against such party. The costs arbitrator(s) shall give effect to statutes of arbitration, including limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined by the fees and expenses arbitrator(s). The award rendered by the arbitrator(s) shall set forth findings of the arbitration, facts and conclusions of law and shall be shared equally final, and the judgment may be entered in any court having jurisdiction thereof. A failure by the parties unless otherwise required by arbitrator(s) to make findings of fact and conclusions of law or directed by shall be grounds for overturning the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or . (c) In any claim by arbitration proceeding, the Company for injunctive or equitable reliefarbitrator(s) is (are) authorized to apportion costs and expenses, including without limitation claims related investigation, legal and other expense, which will include, if applicable, a reasonable estimate of allocated costs and expense or in-house legal counsel and legal staff. Such costs and expenses are to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach be awarded only after the conclusion of the non-solicitation covenant, or breach arbitration and will not be advanced during the course of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; such arbitration. (d) making any truthful statements or disclosures required Any arbitration hereunder shall take place in the City of Las Vegas, Nevada, unless otherwise agreed by law, regulation, or legal process; and (e) requesting or receive confidential legal advicethe parties.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree that Any dispute between the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over the terms of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim parties arising out of or relating any alleged non-monetary default by Tenant where the delay of a remedy, in Landlord's reasonable opinion, would not reasonably be expected to this Agreement or cause irreparable harm to Landlord shall be subject to the breach thereoffollowing provisions: (a) Any such dispute may, at the option of either party, first be submitted for discussion and possible resolution by senior officers of Landlord and Tenant, as designated by their respective chief executive officers. If either party elects to have the dispute so submitted, the other party agrees to designate senior officers to participate in such discussion. (b) If either (i) neither party has elected to submit a dispute for discussion in accordance with the preceding clause (a) within thirty (30) days after both parties have been notified of such dispute, or any other dispute between (ii) within a period of thirty (30) days after submission of a matter in accordance with such clause (a) the partiesrespective senior officers are unable to agree upon a resolution of such dispute, either party may, within thirty (30) days following the applicable aforesaid 30-day period, elect to utilize a non-binding resolution procedure whereby each party presents its case at a hearing held in Minneapolis, Minnesota before a panel consisting of a senior executive officer of each party and a mutually acceptable neutral advisor, who shall be submitted to mediation before a mutually agreeable mediatorselected from the CPR Institute for Dispute Resolution's Panels of Distinguished Neutrals. If so elected, which cost is to be borne equally by the parties hereto, except shall bear their respective costs in connection with this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitrationprocedure, including the fees and expenses of the arbitrationneutral advisor. Prior to the hearing, shall be shared equally by the parties unless otherwise required by law and the neutral advisor shall use their best efforts to agree on a set of ground rules for the hearing. At the conclusion of the hearing, the senior executive officers of the respective parties shall meet and attempt to resolve the matter. If the matter cannot be resolved at such meeting, the neutral advisor may be called upon to render his or directed by her opinion as to how the arbitrator matter would be resolved had the matter been on trial in arbitrator’s awarda court of law. Notwithstanding After the opinion is received, the executives shall meet again and try to resolve the matter. If the matter cannot be resolved at such meeting, any party may give the other provision party notice of its intention to litigate. (c) No litigation may be commenced hereunder concerning a matter in this Agreement, this Alternative Dispute Resolution provision does not apply to: dispute until the later of (i) the 60th day following the date on which the litigating party has provided notice to the other party of such dispute (assuming that neither party has then elected to submit a dispute for discussion in accordance with the preceding clauses (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (cii) the 90th day following any claim by the Company for injunctive or equitable relief, including without limitation claims related sending of notice to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of utilize the non-solicitation covenantbinding resolution procedures specified in the preceding clause (b) (such sixty (60) or ninety (90) day period, or breach as applicable, being referred to herein as the "Cooling Off Period"); provided, however, that such litigation may be commenced prior to completion of the non-competition covenantCooling Off Period if (x) the applicable statute of limitations would run prior thereto or (y) the party requires immediate equitable relief. Additionally, nothing in this Alternative Dispute Resolution provision is intended Only after the foregoing procedure has been exhausted shall either party resort to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: litigation as the final adjudication of the dispute. (d) All negotiations pursuant to the preceding clauses (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation are confidential and shall be treated as compromise and settlement negotiations for purposes of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceapplicable rules of evidence.

Alternative Dispute Resolution. Employee and Employer acknowledge and agree Any disputes arising under this Agreement shall be resolved as follows: (a) Any dispute relating to the provisions of this Agreement that concern solely the Alternative Dispute Resolution described Loan Agreement will be resolved in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to negotiate over accordance with the terms of this paragraph the Loan Agreement and knowingly otherwise in accordance with legal process. (b) Any dispute relating to the rights and voluntarily agree to its termsobligations of Cerus and Baxter concerning, or arising out of, ▇▇▇▇▇▇’▇ Commercialization Rights or other continuing rights and obligations under the Platelet Agreement or the Plasma Agreement EXECUTION 31 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. In consideration for Employee’s employment by Employer and continued employment(except disputes of the nature described in Section 15.12(c) below) will be resolved in accordance with the terms of the Plasma Agreement, Employee’s receipt of compensation including Governance Committee processes and other benefits from Employerprocesses for dispute resolution (whether the dispute relates to the Platelet System or the Plasma System). For the sake of consistency, and any disputes arising under the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and Platelet Agreement will also henceforth be bound by, resolved by the procedures processes for dispute resolution set forth in this the Plasma Agreement. In consideration for , including Governance Committee and other processes. (c) Any disputes (i) as to whether Baxter retains Commercialization Rights or (ii) relating to the services provided to Employer by Employeerights and obligations of Cerus and Baxter concerning, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of Cerus’ Commercialization Rights, after Cerus gains such rights, or (iii) relating to this Agreement the European Territory Buy-Out Rights or the breach thereofROW Country Buy-Out Rights; shall be resolved in accordance with this Subsection (c). Cerus and Baxter will attempt to settle any claim or controversy through good faith negotiations and in the spirit of mutual cooperation. Any issues that cannot be resolved will be referred to a senior management representative from each of the Parties who has the authority to resolve the dispute. In the event such senior management representatives cannot resolve the dispute, or any other the dispute between the parties, shall be submitted to mediation before a mutually agreeable mediator, which cost is to binding arbitration for resolution. Any such proceedings shall be borne equally by conducted at the parties hereto, except this cost may be waived by place of the Employer where principal office of the respondent in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Any such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of mediation, such claim dispute or controversy shall be resolved by arbitration arbitrated before a single arbitrator selected in Illinois under accordance with the auspices rules of the American Arbitration AssociationAAA. The costs arbitrator’s decision shall be final and binding upon the parties. The parties shall be entitled to full discovery in any such arbitration. Each party shall bear one half of the cost of such arbitration, including unless the fees and expenses of arbitrator otherwise allocates such costs. Judgment on the arbitration, shall be shared equally by the parties unless otherwise required by law or directed award rendered by the arbitrator may be entered in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; court having jurisdiction thereof. (d) making Notwithstanding the foregoing, any truthful statements or disclosures required by law, regulation, or legal disputes arising under any Concurrent Agreement containing an explicit dispute resolution process will be resolved in accordance with that process; and . (e) requesting Nothing in this Section will prevent either Party from resorting to judicial process if injunctive relief from a court is necessary to prevent serious and irreparable injury to one Party or receive confidential legal adviceto others.

Alternative Dispute Resolution. Employee a. In the event there shall exist any dispute or controversy with respect to this Stock Purchase and Employer acknowledge Sale Agreement or any matter relating hereto or the transactions contemplated hereby, the parties hereto agree to seek to resolve such dispute or controversy by mutual agreement. Prior to seeking any arbitration in the event of a dispute, the parties to this Agreement must first promptly seek to resolve any disputes by conducting good faith negotiations between the parties’ senior executives (and/or the parties themselves, in the case of individuals) who have authority to settle the controversy. If any party or party’s senior executive chooses to be accompanied by an attorney at a meeting, the party shall give the other party at least three (3) days’ notice of such intention to allow the other party to also be accompanied by attorneys, should the other party so elect. All negotiations shall be confidential and agree shall be treated as compromise and settlement negotiations under the United States Federal Rules of Evidence. If the dispute has not been resolved within thirty (30) days after the date of the notice of dispute, or if the party receiving such notice fails or refuses to meet within the timeframe set forth above, any party may initiate a mediation of the dispute by sending the other party a written request that the Alternative Dispute Resolution described in dispute be mediated. Should the dispute not be resolved by mediation, any party may initiate arbitration of the dispute by sending the other party a written request that the dispute be arbitrated. b. Once a request for arbitration has been made, this paragraph is shall be deemed a mutual condition of their employment relationship, severable and that both Parties had independent arbitration agreement separately enforceable from the opportunity to negotiate over the terms remainder of this paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employmentAgreement, Employee’s receipt of compensation and other benefits from Employersuch that any dispute, and the Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the procedures set forth in this Agreement. In consideration for the services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The Parties acknowledge and agree that their mutual forbearance of the right to proceed in court alone acts as sufficient consideration to support all of their obligations under this Alternative Dispute Resolution provision. The Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating in relation to or in connection with this Agreement or Agreement, including, without limitation, any dispute as to the breach thereofconstruction, validity, interpretation, enforceability, or any other dispute between the partiesbreach of this Agreement, shall be submitted to mediation before exclusively and finally settled by binding arbitration in accordance with this provision. Any party may submit such a mutually agreeable mediatordispute, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediatorcontroversy, or mediation is unsuccessful claim to arbitration by notice to the other party and the administrator for the American Arbitration Association (“AAA”). The arbitration proceedings shall be conducted in resolving Lafayette, Louisiana in accordance with the claim or controversy within Commercial Arbitration Rules of the American Arbitration Association as in effect on the date hereof. The arbitration shall be heard and determined by one (1) month after the commencement of mediationarbitrator, such claim or controversy who shall be resolved by arbitration mutually agreeable to the parties hereto. If the parties cannot reach agreement on a presiding arbitrator, the AAA shall act as appointing authority to appoint an independent arbitrator that has at least ten (10) years experience in Illinois under the auspices legal and/or commercial aspects of the American Arbitration Associationenergy services industry. All decisions of the arbitrator shall be binding and final. The costs arbitrator may not award indirect, consequential, special or punitive damages. c. The compensation and expenses of the arbitrator and the cost and expenses of arbitration, including the fees and expenses of the arbitrationattorney’s fees, shall be shared equally by the parties unless otherwise required by law or directed taxed by the arbitrator in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not apply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commissionlosing party. Privileges protecting attorney-client communications and attorney work product from compelled disclosure or use in evidence, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim as recognized by the Company for injunctive or equitable reliefjurisdiction in which each party is located, including without limitation claims related shall apply to unauthorized disclosure of confidential information, trade secrets, intellectual property, unfair competition, breach of the non-solicitation covenant, or breach of the non-competition covenant. Additionally, nothing and be binding in any arbitration proceeding conducted under this Alternative Dispute Resolution provision is intended to or shall prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and (e) requesting or receive confidential legal adviceprovision.