**EXHIBIT 10.7****EMPLOYMENT AGREEMENT**     AGREEMENT,dated as of the 28th day of October, 2005, by and among Argo-Tech Corporation, aDelaware corporation (the “Company”), and Paul R. Keen (the “Executive”).     WHEREAS, the Company desires to employ the Executive and the Executive is willing to acceptemployment with the Company, all on the terms and conditions set forth below;     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereby agree as follows:     **1. Employment Period.**Subject to the terms and conditions of this Agreement, includingSection 3, the Company hereby agrees to employ the Executive, and the Executive hereby acceptsemployment with the Company, for the period commencing on the date hereof (the “EffectiveDate”) and ending as provided in the next sentence (such period, the “EmploymentPeriod”). The Employment Period shall end on the third anniversary of the date hereof;provided, that the Employment Period shall automatically be renewed for successive one-yearperiods, unless the Company or Executive gives the other party written notice of the election notto renew the Employment Period at least 90 days prior to the expiration of the Employment Period;provided, however, the Employment Period shall be subject to early termination as providedin Section 3 hereof.     **2. Terms of Employment.**     *(a) Position and Duties*. During the Employment Period, the Executive shall serve as ExecutiveVice President and General Counsel of the Company with the appropriate authority, duties andresponsibilities as are customarily attendant to such position at other similarly situatedcompanies with significant private equity ownership, subject, in all instances, to the generalsupervisory power of the Company’s board of directors (the “Board”) under applicablecorporate law.          (i) During the Employment Period, Executive shall report solely and directly to the ChiefExecutive Officer of the Company (the “CEO”) and excluding any periods of vacation and sickleave to which the Executive is entitled, Executive agrees to devote substantially all of hisbusiness time and attention to the business and affairs of the Company and to use the Executive’sreasonable best efforts to perform faithfully and efficiently the duties and responsibilitiesassigned to Executive hereunder.          (ii) The Executive represents and warrants to the Company (A) that he is able to enter intothis Agreement, that his ability to enter into this Agreement and to fully perform his duties ofemployment are not limited to or restricted by any agreements, understandings instruments, orders,judgments or decrees to which Executive is a party or by which he is bound, (B) Executive is not aparty to or bound by any employment agreement, noncompete agreement or confidentiality agreementwith any other person, and (C) upon the execution and delivery of this Agreement by the Employer,this Agreement shall be the valid and binding obligation of Executive, enforceable in accordancewith its terms. For the purposes of
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this Agreement, the term “person” means any natural person, corporation, partnership, limitedliability partnership, limited liability company, or any other entity of any nature.     *(b) Compensation*.          (i) Annual Base Salary. The Executive shall receive an annual base salary (as ineffect from time to time, the “Annual Base Salary”) of $279,926, which Annual Base Salaryshall be payable in regular installments in accordance with the Company’s general payrollpractices. The Annual Base Salary will be subject to periodical review in accordance with Companypolicy, and the Executive’s Base Salary shall be increased annually by no less than a percentageequal to the percentage increase, if any, in the Consumer Price Index in the prior twelve monthperiod.          (ii) Annual Bonus. During the Employment Period, the Executive shall participate insuch bonus arrangements as may be approved by the Compensation Committee of the Board (the“Compensation Committee”) based on performance criteria relating to the Company’s and theExecutive’s performance to be determined by the Board on an annual basis (the aggregate of allpayments made under such bonus arrangements being herein referred to as the “AnnualBonus”).          (iii) Employee Benefit Plans. During the Employment Period, except as otherwiseexpressly provided herein, the Executive shall be entitled to participate in all compensation,incentive, employee benefit, welfare and other plans, practices, policies and programs and fringebenefits (collectively, “Employee Benefit Plans”) that are provided or made available bythe Company generally to senior executive officers of the Company.          (iv) Vacation. During the Employment Period, Executive shall be entitled to four (4)weeks of paid vacation during each calendar year, pro-rated, in the case of any partial year, forthe actual number of days the Executive was employed by the Company during such calendar year.          (v) Gross Up Payment. Anything in this Agreement to the contrary notwithstanding, inthe event that it shall be determined (as hereafter provided) that any payment by the Company to orfor the benefit of the Executive made as a result of the termination by the Company without Causeof Executive’s employment with the Company and its Subsidiaries, whether paid pursuant to the termsof this Agreement or otherwise (a “Payment”), would, in connection with the change ofcontrol of the Company occurring as a result of the merger (the “Merger”) of Vaughn MergerSub, Inc., with and into AT Holdings Corporation which was consummated on the date hereof (and notin connection with any subsequent change of control of the Company that occurs at any timefollowing the consummation of the Merger), be subject to the excise tax imposed by Section 4999 ofthe Internal Revenue Code, or any interest or penalties with respect to such excise tax (suchexcise tax, together with any such interest and penalties are hereafter collectively referred to asthe “Excise Tax”), then the Executive shall be entitled to receive an additional payment orpayments (collectively, a “Gross-Up Payment”). The Gross-Up Payment shall be in an amountsuch that, after payment by the Executive of all taxes (including any interest or penalties imposedwith respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the
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Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon thePayment, such amount to be used to satisfy such Excise Tax. The Company and the Executive eachshall cooperate with the other in connection with the determination of the amount of any Gross-UpPayment provided for herein. Such cooperation shall include without limitation providing the otherparty access to and copies of any books, records and documents in the possession of the Company orthe Executive, as the case may be, that are reasonably requested by the other party.     **3. Termination of Employment.**     *(a) Death, Disability or Non-renewal*. The Executive’s employment shall terminateautomatically upon the Executive’s death during the Employment Period or upon non-renewal of theEmployment Period by the Company or Executive as provided in Section 1 above. If the Companydetermines in good faith that the Disability of the Executive has occurred during the EmploymentPeriod (pursuant to the definition of “Disability” set forth below), it may give to the Executivewritten notice in accordance with Section 7(c) of this Agreement of its intention to terminate theExecutive’s employment. In such event, the Executive’s employment with the Company shall terminateeffective on the receipt of such notice by the Executive (the “Disability Effective Date”).For purposes of this Agreement, “Disability” shall mean a determination by the Board in its goodfaith judgment with input from appropriate medical personnel that Executive is unable tosubstantially perform his job responsibilities as a result of chronic illness, physical, mental orany other disability for a period of 180 days or more in any 365 consecutive day period. TheExecutive shall co-operate and make himself available for any medical examination reasonablyrequired by the Company with respect to any determination of the Disability of the Executive.     *(b) With or Without Cause*. The Company may terminate the Executive’s employment during theEmployment Period with or without Cause. Any election by the Company to not renew the EmploymentPeriod pursuant to Section 1 will be deemed to be a termination by the Company without Cause. Forpurposes of this Agreement, “Cause” shall mean:          (i) Executive is indicted or charged with, or pleads guilty or *nolo contendere*to, (A) afelony or (B) a crime involving moral turpitude that is either materially detrimental to theCompany or that which brings the Company into public disgrace or disrepute;          (ii) in carrying out his duties hereunder, the Executive engages in conduct that constitutesgross neglect or willful misconduct;          (iii) the Executive engages in willful misconduct resulting in or intended to result in directpersonal gain to Executive at the Company’s expense or that brings the Company into public disgraceor disrepute, or the Executive has made, or is aware of, any material and knowing misrepresentationto V.G.A.T. Investors, LLC (“Parent”) or any of its subsidiaries in any TransactionDocument (as defined in that certain Agreement and Plan of Merger, dated the date hereof, by andamong Parent, the Company, AT Holdings Corporation, Greatbanc Trust Company, Vaughn Merger Sub,Inc. and Paul R. Keen, as Stockholders’ Representative);
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          (iv) the Executive breaches any material provision of this Agreement (including Section 5hereof) or breaches in any material respect any Company policy governing employee conduct in theworkplace, including without limitation, policies relating to the use of illicit drugs, alcoholabuse and sexual harassment, and such breach has not been cured prior to 30 days following noticefrom the Company;          (v) the Executive’s repeated refusal to perform duties or responsibilities as reasonablydirected by the CEO or the Board in writing; or          (vi) the Executive’s material breach of a fiduciary obligation to the Company or a materialbreach of any confidentiality or non-competition obligations.     *(c) Good Reason*. The Executive’s employment may be terminated by the Executive with orwithout Good Reason. Any election by Executive to not renew the Employment Period pursuant toSection 1 will be deemed to be a termination by the Executive without Good Reason. For purposes ofthis Agreement, “Good Reason” shall mean a termination by Executive of his employment on thirty(30) days’ written notice given by him to the Company following the occurrence of any of thefollowing events, which notice shall be given within 10 days following Executive becoming aware ofsuch occurrence, without his express prior written consent, unless all grounds for terminationshall have been fully cured prior to thirty (30) days after he gives notice to the Companyrequesting cure:          (i) any failure of the Company to continue Executive as Executive Vice President and GeneralCounsel of the Company;          (ii) any material diminution in Executive’s responsibilities or authorities under thisAgreement or the assignment to Executive of duties that are materially inconsistent with, ormaterially impair his ability to perform, the duties then assigned to him; or any change in thereporting structure so that Executive is required to report to any person other than the CEO;          (iii) any material breach by the Company of any of its obligations under this Agreement whichhas not been cured prior to 30 days following notice from Executive of such breach; or          (iv) any failure of the Company to obtain the assumption in writing of its obligations underthis Agreement by any successor to all or substantially all of its business or assets within thirty(30) days after any reconstruction, amalgamation, combination, merger, consolidation, sale,liquidation, dissolution or similar transaction.     *(d) Notice of Termination*. Any termination by the Company or by the Executive shall becommunicated by Notice of Termination to the other party hereto given in accordance with Section7(c) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a writtennotice which (i) indicates the specific termination provision in this Agreement relied upon, (ii)to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of the Executive’s employment under the provision so indicated and(iii) if the Date of Termination (as defined below) is other than the date of receipt of suchnotice, specifies the termination date (which date shall be not more than
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thirty days after the giving of such notice). The failure by the Executive or the Company toset forth in the Notice of Termination any fact or circumstance which contributes to a showing ofGood Reason or Cause shall not waive any right of the Executive or the Company, respectively,hereunder or preclude the Executive or the Company, respectively, from asserting such fact orcircumstance in enforcing the Executive’s or the Company’s rights hereunder.     *(e) Date of Termination.*“Date of Termination” means (i) if the Executive’s employment isterminated by the Company other than for Disability, the date of receipt of the Notice ofTermination or any later date specified therein within 30 days of such notice, (ii) if theExecutive’s employment is terminated by reason of death or Disability, the Date of Terminationshall be the date of death of the Executive or the Disability Effective Date, as the case may be,(iii) if the Executive’s employment is terminated by the Executive, the Date of Termination shallbe thirty days after the giving of such notice by the Executive; provided that followingreceipt of such notice, the Company may elect to immediately terminate the Executive’s employmenthereunder and such termination will still be deemed to be a termination by Executive, however, theDate of Termination shall be deemed to be date the Company terminates his employment and (iv) ifthe Executive’s employment is terminated as a result of non-renewal of the Employment Period by theCompany or the Executive pursuant to Section 1, the last day of the then current Employment Period.     **4. Obligations of the Company upon Termination.**     *(a) Death or Disability*. If, during the Employment Period the Executive’s employment shallterminate on account of death or Disability the Company shall pay to the Executive or his estate:          (i) the Executive’s Annual Base Salary through the Date of Termination within 30 days afterthe Date of Termination and, at the time it would otherwise be due to be paid, any Annual Bonus forany fiscal year of the Company that has ended prior to the year in which such termination occurs(“Prior Year’s Bonus”) to the extent not theretofore paid; and          (ii) an amount equal to the product of (x) the Annual Bonus that would have been paid to theExecutive for such fiscal year and (y) a fraction, the numerator of which is the number of days inthe fiscal year in which the Date of Termination occurs through the Date of Termination and thedenominator of which is 365, to the extent not theretofore paid (such amount, the “AccruedBonus”), at such time as the Annual Bonus would have been paid in the ordinary course;          (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provideto the Executive or his estate or beneficiaries (A) a cash lump sum amount equal to the product of(x) the Executive’s Annual Base Salary and (y) a fraction, the numerator of which is the number ofExecutive’s accrued but unused vacation days and the denominator of which is 365 (the “AccruedVacation Amount”) and (B) any other amounts (including any unreimbursed business expenses) orbenefits required to be paid or provided or which the Executive is eligible to receive under anyplan, program, policy or practice or contract or agreement of the Company and its affiliatedcompanies through the Date of Termination (the
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Accrued Vacation Amount and such other amounts and benefits shall be hereinafter referred toas the “Other Benefits”); and     *(b) By the Company for Cause; By the Executive Other than for Good Reason.*If the Executive’semployment is terminated for Cause or the Executive terminates his employment without Good Reasonduring the Employment Period, this Agreement shall terminate without further obligations to theExecutive other than the obligation to pay to the Executive, to the extent not previously paid, (i)his Annual Base Salary through the Date of Termination, (ii) his Prior Year’s Bonus and (iii) theOther Benefits.     *(c) By the Company Other than for Cause, Death or Disability; By the Executive for GoodReason*. If, during the Employment Period the Executive’s employment is terminated by the Executivefor Good Reason or by the Company other than for Cause, other than on account of death orDisability:          (i) subject to continued compliance by the executive of the covenants set forth in Section 5hereof, the Company shall pay to the Executive:     (A) the Executive’s Annual Base Salary through the Date of Termination within 30 days afterthe Date of Termination and any Prior Year’s Bonus to the extent not theretofore paid; and     (B) the amount equal to the sum of the Executive’s current Annual Base Salary and Annual Bonusfor the preceding fiscal year, payable over the one year period following termination in regularequal installments in accordance with the Company’s general payroll practices;          (ii) the Company shall provide the Executive with the Other Benefits; and          (iii) the Company shall provide the Executive continued coverage under the Company’s grouphealth plans until the earlier of (x) the first anniversary of the Date of Termination and (y) thedate Executive becomes eligible for comparable coverage under health plans of any successoremployer (and, for the avoidance of doubt, the termination date for COBRA purposes will be thefirst anniversary of the Date of Termination).     *(d) Release*. The severance payments and such benefits to be provided by the Company pursuantto this Section 4 shall (i) be in lieu of any other payments by the Company to Executive and (ii)be subject to Executive’s execution (other than in the case of Executive’s death) of a releaseagreement in substantially the form attached hereto as Exhibit A,     **5. Noncompetition; Nonsolicitation; Etc.**Executive acknowledges that in the course of hisemployment with the Company he will become familiar with the Company’s and its subsidiaries’ tradesecrets and other confidential information concerning the Company and such subsidiaries(collectively, the “Confidential Information”) and that his services will be of special,unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive agreesand acknowledges that:
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     *(a) Noncompetition.*During the Non-Competition Period (as defined below), Executive shallnot, directly or indirectly, either for himself or for any other individual, corporation,partnership, joint venture or other entity, participate in any business (including, withoutlimitation, any division, group or franchise of a larger organization) anywhere in the NonCompetition Area (defined below) which engages or which proposes to engage in the promotion,development, sale, distribution or production of (i) any aircraft engine fuel pumps, (ii)commercial and military airframe products and services, (iii) aerial refueling pumps, (iv) groundfueling components, (v) fuel management systems, (vi) cryogenic pumps, or (vii) any products orproduct lines that compete with any of the foregoing or other products or product lines of theCompany at any time during the Executive’s employment with the Company or at the time ofExecutive’s termination of employment with the Company. For purposes of this Agreement, the term“participate in” shall include, without limitation, having any direct or indirect interest in anycorporation, partnership, joint venture or other entity, whether as a sole proprietor, owner,stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirectservice or assistance to any individual, corporation, partnership, joint venture and other businessentity (whether as a director, officer, manager, supervisor, employee, agent, consultant orotherwise). The obligations and covenants contained in this Section 5(a) shall endure so long asEmployee is employed by the Company and for a period of two years thereafter. (the“Non-Competition Period”) For the purposes of this Agreement, “Non CompetitionArea” means anywhere in the world. Notwithstanding the above, Executive shall not beprohibited from owning up to 3% of the outstanding stock of a corporation which is publicly traded,so long as Executive has no active participation in the business of such corporation.     *(b) Nonsolicitation*. During the Non-Competition Period, Executive shall not directly orindirectly (i) induce or attempt to induce any employee of the Company or any of its subsidiariesto leave the employ of the Company or such subsidiary, or in any way interfere with therelationship between the Company or any subsidiary and any employee thereof, including inducing orattempting to induce any union, employee or group of employees to interfere with the business oroperations of the Company or its subsidiaries, (ii) hire any person who was an employee of theCompany or any subsidiary unless at least twelve months has elapsed since the termination of suchemployee’s employment with the Company or any subsidiary, as the case may be, or (iii) induce orattempt to induce any customer, supplier, distributor, franchisee, licensee or other businessrelation of the Company or any subsidiary to cease doing business with the Company or suchsubsidiary, or in any way interfere with the relationship between any such customer, supplier,distributor, franchisee, licensee or business relation and the Company or any subsidiary.     *(c) Confidentiality*.          (i) The continued success of the Company and its subsidiaries and other affiliates dependsupon the use and protection of a large body of confidential and proprietary information, including,without limitation, confidential and proprietary information now existing or to be developed in thefuture. “Confidential Information” will be defined to include all information of any sort (whethermerely remembered or embodied in a tangible or intangible form or medium) that is (i) related tothe Company’s or its subsidiaries’ or other affiliates’ prior, current or potential business oroperations and (ii) not generally or publicly known. Confidential Information includes, withoutlimitation, the information, observations and
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data of the Company and its subsidiaries and other affiliates including, without limitation,designs, drawings, photographs and other works and reports (including, without limitation, allCompany Works); programs, software, source code, object code, diagrams, flow charts, manuals,documentation and databases; know-how, data, designs, specifications, improvements, inventions,devices, new developments, methods and processes, whether patentable or unpatentable and whether ornot reduced to practice; all technology and trade secrets; information concerning development,acquisition or investment opportunities in or reasonably related to the Company’s or itssubsidiaries’ or other affiliates’ business or industry of which Executive is aware or becomesaware during the term of his/her employment, the persons or entities that are current, former orprospective suppliers or customers of any one or more of them during Executive’s employment withthe Company; development, transition and transformation plans, methodologies and methods of doingbusiness, strategic, marketing and expansion plans, including plans regarding planned and potentialsales, pricing and cost information, financial and business plans, employee, customer and supplierlists and telephone numbers, locations of sales representatives, new and existing programs andservices, prices and terms, customer service, integration processes, requirements and costs ofproviding service, support and equipment; and all similar and related information in whatever formor medium.          (ii) Executive shall not disclose or use for his own account any of such ConfidentialInformation, except as reasonably necessary for the performance of his duties under this Agreement,without the prior written consent of the Board, unless and to the extent that any ConfidentialInformation (i) becomes generally known to and available for use by the public other than as aresult of Executive’s breach or actions in violation of this Agreement or other improper acts oromissions to act or otherwise (ii) is required to be disclosed pursuant to any applicable law orcourt order, provided, however that, Executive must give Company prompt written notice of any suchlegal requirement, disclose no more information than is so required and seek confidential treatmentwhere available, and cooperate fully with all efforts by the Company to obtain a protective orderor similar confidentiality treatment for such information. Upon the termination of Executive’semployment hereunder, or at any other time the Company may request in writing, Executive agrees todeliver to the Company all memoranda, notes, plans, records, reports, notebooks (and similarrepositories of or containing Confidential Information) and other documents (and all copies,summaries and extracts thereof, in whatever form or medium) relating to the business or operationsof the Company or its subsidiaries or other affiliates or that otherwise constitute ConfidentialInformation, and at any time thereafter, if any such materials are brought to Executive’s attentionor Executive discovers them in his possession or control, Executive shall deliver such materials tothe Company immediately upon such notice or discovery     *(d) Inventions and Patents.*If Executive creates, invents, designs, develops, contributes toor improves any works of authorship, inventions, whether patentable or unpatentable and whether ornot reduced to practice, know-how, data, processes, methods, programs, systems, materials,documents or other work product or other intellectual property, either alone or in conjunction withthird parties, at any time during Executive’s employment by or engagement with the Company(“Works”), to the extent that such Works were created, invented, designed, developed,contributed to, or improved with the use of any Company resources and/or within the scope of suchemployment or engagement and/or relate to the business or operations, or actual or demonstrablyanticipated research or development, of the
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Company or its subsidiaries or other affiliates (collectively, the “Company Works”),Executive shall promptly and fully disclose such Company Works to the Company. Any copyrightablework falling within the definition of Company Works shall be deemed a “work made for hire” as suchterm is defined in 17 U.S.C. § 101. Executive hereby (i) irrevocably assigns, transfers andconveys, to the extent permitted by applicable law, all right, title and interest in and to theCompany Works on a worldwide basis (including, without limitation, rights under patent, copyright,trademark, trade secret, unfair competition and related laws) to the Company or such other entityas the Company shall designate, to the extent ownership of any such rights does not automaticallyvest in the Company under applicable law and (ii) waives any moral rights therein to the fullestextent permitted under applicable law. Executive agrees that he will not use any Company Works forhis personal benefit, the benefit of a competitor, or for the benefit of any other person or entityother than the Company. Executive agrees to execute any further documents and take any furtheractions requested by the Company to assist it in validating, effectuating, maintaining, protecting,enforcing, perfecting, recording, patenting or registering any of its rights hereunder.     *(e) Enforcement.*The parties to this Agreement hereby agree and stipulate that (i) therestrictions contained in this Agreement are reasonable and necessary in order to protect theCompany’s and its subsidiaries’ legitimate business interests and (ii) in the event of any breachor violation of this Agreement or of any provision hereof by Executive, the Company and itssubsidiaries will have no adequate remedy at law and will suffer irreparable loss and damagethereby. The parties hereby further agree and stipulate that in the event of any such breach orviolation, either threatened or actual, the Company’s and its subsidiaries’ rights shall include,in addition to any and all other rights available to the Company and its subsidiaries at law or inequity, the right to seek and obtain any and all injunctive relief or restraining orders availableto it in courts of proper jurisdiction, so as to prohibit, bar, and restrain any and all suchbreaches or violations by Executive. The prevailing party to any legal action, arbitration orother proceeding commenced in connection with enforcing any provision of this Section 5, includingwithout limitation, obtaining the injunctive relief provided by this Section 5 shall be entitled torecover all court costs, reasonable attorneys’ fees, and related expenses incurred by such party.Executive further agrees that no bond need be filed in connection with any request by the Companyand its subsidiaries for a temporary restraining order or for temporary or preliminary injunctiverelief.     *(f) Additional Acknowledgments.*Executive acknowledges that the provisions of this Section 5are in consideration of: (i) employment with the Company, (ii) the issuance of certain limitedliability company interests of V.G.A.T. Investors, LLC to the Executive and (iii) additional goodand valuable consideration as set forth in this Agreement. In addition, Executive acknowledges (i)that the business of the Company and its subsidiaries is international in scope and withoutgeographical limitation and (ii) notwithstanding the state of incorporation or principal office ofthe Company or any of its subsidiaries, or any of their respective executives or employees(including the Executive), it is expected that the Company will have business activities and havevaluable business relationships within its industry throughout the world. Executive acknowledgesthat he has carefully read this Agreement and has given careful consideration to the restraintsimposed upon Executive by this Agreement, and is in full accord as to their necessity for thereasonable and proper protection of confidential and proprietary information of the Company and itssubsidiaries now existing or to be developed in
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the future. Executive expressly acknowledges and agrees that each and every restraint imposedby this Agreement is reasonable with respect to subject matter, time period and geographical area.**6. Successors.**     (a) This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’slegal representatives.     (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.     **7. Miscellaneous.**     (a) This Agreement and any dispute, disagreement, or issue of construction or interpretationarising hereunder whether relating to its execution, its validity, the obligations provided thereinor performance shall be governed or interpreted according to the internal laws of the State of NewYork applicable to contracts entered into and to be performed solely within such State withoutregard to choice of law considerations. The parties hereto hereby waive, to the fullest extent byapplicable law, any right to trial by jury with respect to any action or proceeding arising out ofor relating to this Agreement.     (b) Any disputes with regard to this Agreement that is not resolved by mutual agreement, otherthan as provided in Section 5(e) hereof, shall be resolved by binding arbitration before theAmerican Arbitration Association (“AAA”) in New York City pursuant to the rules of AAA.The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16 and shallbe conducted in accordance with the rules and procedures of AAA. Any judgment upon the rewardrendered by the arbitrator may be entered in any court having jurisdiction thereof. Thearbitrator’s decision shall set forth a reasoned basis for any award of damages or findings ofliability. The arbitrator shall not have the power to award damages in excess of actualcompensatory damages and shall not multiply actual damages or award punitive damages, and eachparty hereby irrevocable waives any claim to such damages. The costs of AAA and the arbitratorshall be borne by the Company. Each party shall bear its own costs (including, without limitation,legal fees and fees of any experts) and out-of-pocket expenses.     (c) all notices, demands or other communications to be given or delivered under or by reasonof the provisions of this Agreement will be in writing and will be deemed to have been given whendelivered personally, mailed by certified or registered mail, return receipt requested and postageprepaid, or sent via a nationally recognized overnight courier, or sent via facsimile to therecipient with telephonic confirmation by the sending party. Such notices, demands and othercommunications will be sent to the address indicated below:
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If to the Executive:Paul R. Keen