Common use of Binding Arbitration Clause in Contracts

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

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

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

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

Binding Arbitration. The Except for the right of either party to apply to a ------------------- court for an action for a temporary restraining order, preliminary injunction, specific performance or other equitable relief to stop or prevent irreparable harm, all claims, disputes, controversies and other matters in question between the parties agree thatto this Agreement, except as provided in Articles 9 arising out of, or relating to this Agreement, or the breach thereof, and 10 abovewhich cannot be resolved by the parties pursuant to Section 17.2, any disputes under this Agreement shall be settled exclusively only by binding arbitration conducted in Winston-Salem, North Carolina. Except to the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Commercial Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect at effect, including matters involving negligence, strict liability or intentional acts or omissions by either party, provided that the time following will apply: (a) The parties shall have the right to discovery by any or all methods provided in the Federal Rules of Civil Procedure. The arbitrators may, upon request, exclude any evidence not made available to the other party pursuant to a proper discovery request from being used in the arbitration proceeding. (b) Demand for arbitration shall be served upon the other party by certified mail and specify in reasonable detail the nature of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equitydispute. The arbitrator demand shall be acceptable effective upon receipt, shall be made within a reasonable time after the claim, dispute or controversy has arisen, and shall in no event be made more than one year after the claim or cause of action arises. The proceeding shall be held in Washington D.C. (c) Within thirty (30) days after service of a demand for arbitration, the parties shall attempt to both the Companies and the Executiveagree upon a single arbitrator. If the parties cannot agree upon a single arbitrator, either party may request the AAA to appoint an arbitrator in accordance with its rules, subject to the qualifications specified below. If the parties fail to agree on an acceptable arbitratorarbitrator from those named by the AAA or if for any reason the appointment cannot be made from the AAA submitted lists, the dispute each party shall be decided by a panel of three arbitrators, one appointed by each of the parties appoint an arbitrator within seven (7) days thereafter and the third arbitrator shall be appointed by the AAA. For any three member arbitration panel, the chairman shall be an attorney with experience in handling disputes in the computer industry and the other two arbitrators shall have background or if training in computer law, computer science or the two arbitrators do not agree, appointed computer industry. A single arbitrator agreed upon by the American Arbitration Associationparties shall have a background or training in computer law, computer science or the computer industry. (d) The arbitrators shall have no power or authority to reform this Agreement. The costs arbitrators shall have the power and authority to award equitable relief other than reformation, including injunction and specific performance, nor to determine any matter requiring agreement of arbitration incurred the parties. The arbitrators shall have no power or authority to award punitive damages. The arbitrators shall have the power and authority to award consequential, special, indirect, or incidental damages only as permitted by the Executive terms of this Agreement. (or his beneficiariese) will be borne by This Agreement shall remain in effect during the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination pendency of the dispute in which, based on the outcome resolution process without any interruption of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne service or performance by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yeareither party.

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

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

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

Binding Arbitration. PPG and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (“AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of disputes for medical malpractice between a Member and the PPG. The parties further agree thatthat any controversy or claim arising out of or relating to this Agreement, except as provided or the breach thereof, whether involving a claim in Articles 9 and 10 abovetort, any disputes under this Agreement contract, or otherwise, shall be settled exclusively by final and binding arbitration, upon the motion of either party, to arbitration conducted in Winston-Salemunder the appropriate rules of the AAA or JAMS, North Carolinaas agreed by the parties. Except to the extent inconsistent with this Agreement, such The arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the American matter and facts and include copies of all related documents supporting the demand. Arbitration Association then in effect at must be initiated within six (6) months after the time of alleged controversy or claim occurred by submitting a written demand to the arbitration and otherwise in accordance with principles which would be applied by a court of law or equityother party. The failure to initiate arbitration within that period shall mean the complaining party shall be barred forever from initiating such proceedings. All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the parties; however, the arbitrator shall be acceptable to both bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. The parties agree that the Companies and decision of the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute arbitrator shall be decided by a panel of three arbitrators, one appointed by final and binding as to each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the disputethem. Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. Following The arbitrator shall have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the final determination parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand arbitrator within sixty (60) days following the final determination of the dispute; providedentry of judgment on the award, howeveror take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, that such payment the parties agree to share equally the administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be made no later than on or prior advanced by the initiating party subject to final apportionment by the end of the calendar year following the calendar year arbitrator in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearaward.

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

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

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

Binding Arbitration. The parties agree that, except as provided in Articles 9 and 10 above, any disputes Any dispute arising under this Agreement shall which cannot be settled exclusively resolved through the meeting (or mediation) process will be resolved by submission to binding arbitration. The Party submitting the matter to arbitration conducted will notify the American Arbitration Association and the other Party in Winston-Salemwriting of its desire for arbitration, North Carolinastating the gravamen of its complaint against the other Party and requesting that the American Arbitration Association commence the arbitration process in [Institution to insert desired location]. Except to the extent inconsistent with this Agreement, such All arbitration shall occurring hereunder will be conducted in accordance with the National Rules for the Resolution rules of Employment Disputes of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) the arbitrator may be entered and enforced in any court having jurisdiction thereofof competent jurisdiction. Following All arbitration conducted hereunder will abide by the final determination following: 15.3.1 The Parties agree that a single arbitrator will preside over the arbitration. The Parties agree to request that the American Arbitration Association provide a list of potential arbitrators who (i) are former judges; and (ii) are knowledgeable in both technology and the administration of institutions of higher learning, if such a person can be located. Otherwise, the potential arbitrators will be former judges. The Parties agree to use the “rank and strike” method to appoint the arbitrator. 15.3.2 All proceedings, whether conducted with the Parties present or just with the arbitrator and the attorneys of the dispute in which, based on Parties will be reported and transcribed with the outcome costs of transcription being shared equally by the Parties; 15.3.3 The arbitrator will be required to make written findings of fact as part of the dispute, the Executive is, award; 15.3.4 The arbitrator will not be authorized to make any award for damages in accordance with this Section 13.01, entitled to have his costs borne by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination excess of the dispute; provided, however, that such payment shall be made no later than on or prior to the end agreed limitations of the calendar year following the calendar year liability set out in which the costs are incurredthis Agreement. Notwithstanding the foregoing, in In the event a final determination of dispute is submitted to arbitration, but this Agreement or the dispute applicable Program Schedule has not been made by December 20 of the year following the calendar year in which the costs are incurredterminated, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts then each Party will continue to perform to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yearextent commercially reasonable.

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

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

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

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

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

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

Binding Arbitration. The If the parties agree thatto a Disagreement are unable to resolve the Disagreement between them pursuant to Section 10.06(c)(i) within thirty (30) days of the making of the written election to mediate or sooner if the parties mutually agree, except as provided or if a mediator is not appointed within the time frame set forth in Articles 9 and 10 abovethat Section, any disputes under this Agreement either party to a Disagreement may submit the Disagreement to arbitration unless the amount of the Loss in question involves pending litigation with a third party, in which event arbitration shall not be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except commenced until such amount is ascertained or both parties to the extent inconsistent with this Agreement, Disagreement agree to arbitration. Any such arbitration shall be conducted in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then pertaining (the "Rules"), insofar as such Rules are not inconsistent with the terms and provision set forth in effect at this Agreement, unless the time of parties mutually agree otherwise, and pursuant to the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. following procedures (A) The arbitrator Disagreement shall be acceptable to both the Companies and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided settled by a panel of three (3) arbitrators, one appointed by each . Each of the parties to the Disagreement shall each select one arbitrator, and the third appointed by the other two arbitrators or if the two arbitrators do not agreeso selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, appointed adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the Disagreement. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable attorney's fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that it was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and the amount of any claim involved in a Disagreement shall be binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall state the award, judgment, decree or order of the arbitrators. (B) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction, as determined in Section 10.06(b) above. Any such arbitration shall be held in the county and state of residence or domicile of the party against whom the Disagreement was first asserted, under the rules then in effect of the American Arbitration Association. For purposes of this Section 10.06(c)(ii): (i) Infodata shall be deemed to be domiciled in Fairfax County, Virginia, and the Shareholders and SPI shall be deemed to be domiciled in Pleasanton, California, unless such domiciles are modified by a signed amendment to this Agreement executed by all parties hereto; and, (ii) in any arbitration hereunder in which any claim or the amount thereof stated in a written notice is at issue, Infodata shall be deemed to be the non-prevailing party in the event that the arbitrators award Infodata less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Shareholders shall be deemed to the non-prevailing party. The costs non-prevailing party to an arbitration hereunder shall pay its own expenses, the fees of arbitration incurred by the Executive (or his beneficiaries) will be borne by arbitrators, the Companies (administrative fee of the American Arbitration Association, and the expenses, including, without limitation, reasonable attorneys’ ' fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Controlcosts, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment upon the final award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute in which, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne incurred by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or prior other party to the end of the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount of any costs eligible for payment under this Section 13.01 during a calendar year will not affect the amount of any costs eligible for payment under this Section 13.01 in any other taxable yeararbitration.

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

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

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

Binding Arbitration. The parties agree thatExcept for any court action: (i) seeking injunctive relief (e.g., except as provided summary ejectment), in Articles 9 and 10 above, any disputes under this Agreement which case such action shall be settled exclusively by arbitration conducted in Winston-Salem, North Carolina. Except strictly limited to such matters only; (ii) seeking to challenge the extent inconsistent with this Agreement, such arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes enforceability of the American Arbitration Association then in effect at the time binding arbitration provisions of the arbitration and otherwise in accordance with principles which would be applied by this Lease; or (iii) filed after a court of law competent jurisdiction has declared such arbitration provisions to be unenforceable, all controversies and disputes between the parties arising out of or equityrelated to this Lease or the relationship of the parties under this Lease, irrespective of the type of claim, shall be determined by binding arbitration under the North Carolina Revised Uniform Arbitration Act (the "Act"). The decision of the arbitrator shall be acceptable final and binding on all parties to both the Companies that proceeding and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators or if the two arbitrators do not agree, appointed by the American Arbitration Association. The costs of arbitration incurred by the Executive (or his beneficiaries) will be borne by the Companies (including, without limitation, reasonable attorneys’ fees and other reasonable charges of counsel) (a) if the arbitration occurs prior to a Change in Control, if the Executive prevails on a majority of the material issues in the dispute, and (b) if the arbitration occurs after a Change in Control, if the Executive prevails on at least one material issue in the dispute. Judgment judgment upon the final arbitrator's award rendered by such arbitrator(s) may be entered in any court having jurisdiction thereof. Following the final determination of the dispute Except as expressly provided otherwise in whichthis Lease, based on the outcome of the dispute, the Executive is, in accordance with this Section 13.01, entitled to have his costs borne a party may initiate an arbitration proceeding by the Companies, the Companies shall pay all such reasonable costs within ten (10) days following sending written demand therefor (supported by documentation notice of such costs(the "Arbitration Demand") by to the Executive, and the Executive shall make such written demand within sixty (60) days following the final determination of the dispute; provided, however, that such payment shall be made no later than on or other Party at any time prior to the end date the claim is barred by the applicable statute of limitations. That notice shall specify the calendar year following the calendar year in which the costs are incurred. Notwithstanding the foregoing, in the event a final determination nature of the dispute has not been made by December 20 of the year following the calendar year in which the costs are incurred, the Companies shall, within ten (10) days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within ten (10) business days following the final determination if (i) in the case of an arbitration prior to a Change in Control, the Executive does not prevail on a majority of the material issues in the dispute, or (ii) in the case of an arbitration after a Change in Control, the Executive does not prevail on at least one material issue in the dispute. The amount arbitration shall be held in Raleigh, North Carolina. Notwithstanding any provisions of any costs eligible the Act to the contrary: (a) the parties shall be entitled to conduct discovery as provided under the North Carolina Rules of Civil Procedure so long as that discovery is concluded within 90 days of the date of the Arbitration Demand; (b) the parties shall comply with Rule 3 (b) - (d) of the Rules for payment Court-Ordered Arbitration in North Carolina; and (c) the arbitrator shall have the authority to award injunctive relief and to impose sanctions under this Section 13.01 during NCRCP Rule 11 and other applicable rules. All disputes relating to discovery which cannot immediately be resolved by the parties shall be submitted to the arbitrator for an expedited ruling. The arbitration shall be conducted by a calendar year will not affect single arbitrator mutually acceptable to the amount parties, or, if the parties are unable to agree upon a single arbitrator within 20 days of any costs eligible for payment under this Section 13.01 in any other taxable yearthe date of the Arbitration Demand, then by a single arbitrator appointed by a Wake County Superior Court Judge. Unless the arbitrator awards otherwise, the cost of the arbitration shall be ratably borne by the parties to the proceeding.

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

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