LAW BETWEEN THE COMPANY OR ANY OF ITS AFFILIATES (OR
ANY OF THEIR RESPECTIVE BENEFIT PLANS, BENEFIT PLAN SPONSORS, FIDUCIARIES,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS) AND THE PARTICIPANT ARISING OUT OF OR IN
CONNECTION WITH THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR ANY OF ITS
AFFILIATES, OR THE TERMINATION OF THAT EMPLOYMENT (WITH THE EXCEPTION OF ANY
WORKERS' COMPENSATION OR UNEMPLOYMENT COMPENSATION CLAIMS, CLAIMS FOR EMPLOYEE
BENEFITS WHERE THE APPLICABLE BENEFIT PLAN OR PENSION PLAN EXPRESSLY SPECIFIES
THAT ITS CLAIMS PROCEDURE SHALL CULMINATE IN AN ARBITRATION PROCEDURE DIFFERENT
FROM THE ONE DESCRIBED IN THIS APPENDIX C, SECTION 1 OR ANY CLAIM FOR EQUITABLE
OR INJUNCTIVE RELIEF CONTEMPLATED BY OR REFERRED TO IN APPENDIX B OF THIS
AGREEMENT), INCLUDING WITHOUT LIMITATION THE CONSTRUCTION OR APPLICATION OF ANY
OF THE TERMS, PROVISIONS OR CONDITIONS OF THIS AGREEMENT, SHALL BE SUBMITTED TO
FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THIS APPENDIX C, SECTION 1.
WITH RESPECT TO INDIVIDUALS WHO AT THE DATE OF THIS AGREEMENT OR THEREAFTER ARE,
WERE OR AT ANY TIME HEREAFTER BECOME EMPLOYED BY THE COMPANY OR ANY OF ITS
AFFILIATES IN, OR ARE, WERE OR BECOME RESIDENTS OR CITIZENS OF, THE UNITED
STATES ("US EMPLOYEES"), SUCH ARBITRATION SHALL BE COMPELLED AND ENFORCED
ACCORDING TO THE FEDERAL ARBITRATION ACT AND SHALL BE CONDUCTED ACCORDING TO THE
THEN-CURRENT NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES OF THE
AMERICAN ARBITRATION ASSOCIATION EXCEPT AS OTHERWISE PROVIDED HEREIN. WITH
RESPECT TO ALL INDIVIDUALS WHO ARE, WERE OR BECOME EMPLOYEES OF THE COMPANY OR
ANY OF ITS AFFILIATES WHO DO NOT QUALIFY AS US EMPLOYEES UNDER THE FOREGOING
DEFINITION, SUCH ARBITRATION SHALL BE COMPELLED, ENFORCED AND CONDUCTED
ACCORDING TO SUCH RULES AS THE PARTIES MAY AGREE AT THE TIME OF COMMENCEMENT OF
THE ARBITRATION AND, IN THE ABSENCE OF ANY SUCH AGREEMENT, IN ACCORDANCE WITH
THE FEDERAL ARBITRATION ACT AND THE THEN-CURRENT NATIONAL RULES FOR THE
RESOLUTION OF EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION EXCEPT
AS OTHERWISE PROVIDED HEREIN. THE CURRENT NATIONAL RULES, AND OTHER INFORMATION
ABOUT THE AMERICAN ARBITRATION ASSOCIATION, CAN BE ACCESSED VIA THE INTERNET AT
OR CAN BE OBTAINED FROM THE COMPANY BY A REQUEST DIRECTED TO ITS
VP-HUMAN RESOURCES. THE ARBITRATOR SHALL BE APPOINTED BY AGREEMENT OF THE
PARTIES HERETO OR, IF NO AGREEMENT CAN BE REACHED, BY THE AMERICAN ARBITRATION
ASSOCIATION PURSUANT TO ITS RULES. THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE
LAW (AND THE LAW OF REMEDIES, IF APPLICABLE) OF THE STATE OR OTHER JURISDICTION
IN WHICH THE CLAIM AROSE, OR FEDERAL LAW, OR BOTH, AS APPLICABLE TO THE CLAIM(S)
ASSERTED. WITHOUT LIMITING THE ARBITRATOR'S POWER AND AUTHORITY, IT IS
UNDERSTOOD THAT (I) THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY
DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY OR FORMATION OF THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO THE PROVISIONS OF THIS APPENDIX C,
SECTION 1, AND ANY CLAIM THAT ALL OR ANY PART OF THIS AGREEMENT IS VOID OR
VOIDABLE AND (II) THE ARBITRATOR SHALL HAVE THE AUTHORITY TO ENTERTAIN MOTIONS
TO DISMISS AND MOTIONS FOR SUMMARY