EMPLOYER AGREES TO MAINTAIN DIRECTORS' AND
OFFICERS' LIABILITY INSURANCE POLICIES COVERING THE EXECUTIVE ON A BASIS NO LESS
FAVORABLE THAN PROVIDED TO THE PEER EXECUTIVES, WHICH COVERAGE SHALL CONTINUE AS
TO THE EXECUTIVE EVEN IF HE HAS CEASED TO BE A DIRECTOR, MEMBER, EMPLOYEE OR
AGENT OF THE BREITBURN ENTITIES WITH RESPECT TO ACTS OR OMISSIONS WHICH OCCURRED
PRIOR TO SUCH CESSATION.
THE INSURANCE CONTEMPLATED UNDER THIS
SECTION 10(B) SHALL INURE TO THE BENEFIT OF THE EXECUTIVE'S HEIRS, EXECUTORS AND
ADMINISTRATORS.
11.
ARBITRATION AGREEMENT.
(A)
GENERAL. ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN THE EXECUTIVE
AND ANY BREITBURN ENTITY, OR ANY OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES,
AFFILIATES OR ANY OF THEIR
13
OFFICERS, DIRECTORS, AGENTS OR OTHER EMPLOYEES, RELATING TO THE EXECUTIVE'S
EMPLOYMENT OR THE TERMINATION THEREOF, SHALL BE RESOLVED BY FINAL AND BINDING
ARBITRATION, AT THE REQUEST OF ANY PARTY HERETO.
THE ARBITRABILITY OF ANY
CONTROVERSY, DISPUTE OR CLAIM UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT
BETWEEN THE PARTIES HERETO SHALL BE DETERMINED BY APPLICATION OF THE SUBSTANTIVE
PROVISIONS OF THE FEDERAL ARBITRATION ACT (9 U.S.C. SECTIONS 1 AND 2) AND BY
APPLICATION OF THE PROCEDURAL PROVISIONS OF CALIFORNIA LAW, EXCEPT AS PROVIDED
HEREIN.
ARBITRATION SHALL BE THE EXCLUSIVE METHOD FOR RESOLVING ANY DISPUTE AND
ALL REMEDIES AVAILABLE FROM A COURT OF COMPETENT JURISDICTION SHALL BE
AVAILABLE; PROVIDED, THAT EITHER PARTY MAY REQUEST PROVISIONAL RELIEF FROM A
COURT OF COMPETENT JURISDICTION IF SUCH RELIEF IS NOT AVAILABLE IN A TIMELY
FASHION THROUGH ARBITRATION.
THE CLAIMS WHICH ARE TO BE ARBITRATED INCLUDE, BUT
ARE NOT LIMITED TO, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
LTIP AWARD AGREEMENTS OR THE EMPLOYMENT RELATIONSHIP BETWEEN THE EXECUTIVE AND
THE EMPLOYER, CLAIMS FOR WAGES AND OTHER COMPENSATION, CLAIMS FOR BREACH OF
CONTRACT (EXPRESS OR IMPLIED), CLAIMS FOR VIOLATION OF PUBLIC POLICY, WRONGFUL
TERMINATION, TORT CLAIMS, CLAIMS FOR UNLAWFUL DISCRIMINATION AND/OR HARASSMENT
(INCLUDING, BUT NOT LIMITED TO, RACE, RELIGIOUS CREED, COLOR, NATIONAL ORIGIN,
ANCESTRY, PHYSICAL DISABILITY, MENTAL DISABILITY, GENDER IDENTITY OR EXPRESSION,
MEDICAL CONDITION, MARITAL STATUS, AGE, PREGNANCY, SEX OR SEXUAL ORIENTATION) TO
THE EXTENT ALLOWED BY LAW, AND CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE, OR
OTHER GOVERNMENT LAW, STATUTE, REGULATION, OR ORDINANCE, EXCEPT FOR CLAIMS FOR
WORKERS' COMPENSATION AND UNEMPLOYMENT INSURANCE BENEFITS.
THIS AGREEMENT SHALL
NOT BE INTERPRETED TO PROVIDE FOR ARBITRATION OF ANY DISPUTE THAT DOES NOT
CONSTITUTE A CLAIM RECOGNIZED UNDER APPLICABLE LAW.
(B)
SELECTION OF ARBITRATOR.
THE EXECUTIVE AND THE EMPLOYER SHALL
SELECT A SINGLE NEUTRAL ARBITRATOR BY MUTUAL AGREEMENT.
IF THE EXECUTIVE AND
THE EMPLOYER ARE UNABLE TO AGREE ON A NEUTRAL ARBITRATOR WITHIN THIRTY DAYS OF A
DEMAND FOR ARBITRATION, EITHER PARTY MAY ELECT TO OBTAIN A LIST OF ARBITRATORS
FROM THE JUDICIAL ARBITRATION AND MEDIATION SERVICE ("JAMS") OR THE AMERICAN
ARBITRATION ASSOCIATION ("AAA"), AND THE ARBITRATOR SHALL BE SELECTED BY
ALTERNATE STRIKING OF NAMES FROM THE LIST UNTIL A SINGLE ARBITRATOR REMAINS.
THE PARTY INITIATING THE ARBITRATION SHALL BE THE FIRST TO STRIKE A NAME.
ANY
DEMAND FOR ARBITRATION MUST BE IN WRITING