ARBITRATION AGREEMENT

This Agreement, between the undersigned Individual, and Contico Corp., Conti Enterprises, Inc., Conti Federal Services, Inc., and/or any current or future affiliate of these entities (collectively, “Company”), is intended to provide the exclusive means of resolving all “disputes,” as defined below, which may arise between them. For the purpose of this Agreement, affiliate shall be defined as any entity under common ownership and/or control to any of the aforementioned entities collectively refereed to as Company. In consideration for their mutual promises, both parties, by entering into this Agreement, knowingly and voluntarily give up their right to trial by court or by jury and agree to arbitrate all “disputes” before a single arbitrator.

This Agreement is not a contract of employment but arises out of the Individual's employment or prospective employment by the Company which is involved in interstate commerce. This Agreement is to be enforced under the Federal Arbitration Act ("FAA"). In the event that it is determined that the FAA does not apply, then this Agreement shall be enforced under applicable state arbitration law.

1. Disputes Subject to Arbitration. (a) Disputes subject to arbitration are all disputes between the parties which may otherwise be brought in a court or before a governmental agency, whether or not arising out of or related to the Individual's application for employment, employment, or termination of employment with the Company, and whether or not arising before, during, or after any employment relationship between the parties. Also subject to arbitration are disputes involving any person or entity whose liability or right of recovery derives from a dispute which is covered by this Agreement (e.g., partner, agent, supervisor, subsidiary or parent corporation, affiliate, shareholder, successor or assign of a party). Such non-signatory third parties shall have the independent right to compel arbitration of such claims hereunder.

(b) Such disputes shall include claims of refusal to hire, wrongful termination, breach of contract, defamation, assault, battery, violation of public policy, negligent retention, negligent supervision, negligent entrustment, invasion of privacy, retaliation, wrongful imprisonment, infliction of emotional distress, any other tort, contract, equitable, statutory, or constitutional claim, breaches of any duty owed by an employee to an employer, and claims against an employee, officer, director or agent of the Company who has agreed to arbitrate a claim which would directly or indirectly subject either party to liability.

Disputes also include any demands or actions alleging discrimination or harassment on the basis of age, race, national origin, religion, disability, sex/gender, color, citizenship, military status, gender identity or expression, genetic information or any other protected characteristic, including claims under the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act (as amended by theAmericans with Disabilities Act Amendments Act of 2008), the Employee Retirement Security Act of 1974, the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Paid Family Leave Insurance, the New Jersey Prevailing Wage Act, the New York State Human Rights Law, the New York City Human Rights Law and any other federal, state, or local statute, regulation, or common law doctrine regarding employment discrimination, conditions of employment, or termination of employment.

Further, disputes include claims related to payment of wages and compensation, polygraph examinations, layoffs due to plant closings, health, retirement or pension benefits, veterans' rights, obtaining or using credit reports, drug testing, retaliating discharge brought under the False Claims Act, standing is as a private representative of the government, whistle-blowing activity and leaves of absence. Class actions and requests for declaratory relief are also covered by this Agreement.

(c) Disputes shall not include any claimalleging discrimination or harassment brought under Title VII of the Civil Rights Acts of 1964 and/or any tort claim related to or arising out of sexual assault or harassment, including assault, battery, intentional infliction of emotional distress, false imprisonmentor negligent hiring, supervision or retention. Accordingly, such claimsare not covered by this Agreement and may be pursued by the Individual in a court of law. This provision is in accordance with Section 8116(a) of the Department of Defense Appropriations Act for fiscal year 2010.

(d) Actions by either party for a temporary restraining order or other preliminary injunctive relief may be pursued in a court of competent jurisdiction pending resolution of the underlying dispute in arbitration. Any claim for unemployment or workers' compensation benefits which is subject to the exclusive jurisdiction of a state agency and any charge filed with the National Labor Relations Board is not covered by this Agreement. Also not covered by this Agreement is any claim which is based upon an employee benefits plan that is underwritten by a commercial insurer which decides payment of claims and does not agree to arbitrate under this Agreement. This Agreement does not preclude the filing of a charge with the Equal Employment Opportunity Commission or other state or federal agencies, but the parties waive any right to any recovery of damages in such agency action and the dispute underlying such charge shall be arbitrated. A party need not file a charge or complaint with any agency as a prerequisite to initiating arbitration under this Agreement.

2. Rules Governing Arbitration Proceedings. The rules governing arbitration proceedings are the American Arbitration Association Employment Arbitration Rules and Mediation Procedures (“Arbitration Rules”), which are incorporated by reference into this Agreement. A copy of these Arbitration Rules is available upon request to the Director of Human Resources. The American Arbitration Association is designated as the “Arbitration Administrator” under this Agreement. All powers, rights, and obligations afforded arbitrators or the parties under the applicable federal or state arbitration statutory code which conflict with any provisions included in this Agreement or the Arbitration Rules are expressly waived to the extent permitted by law. Also, to the extent that there is a conflict or inconsistency between this Agreement and the Arbitration Rules, the terms of this Agreement shall prevail.

3. Remedies. The remedies available to the Individual and the Company during the arbitration proceeding shall be the same as the remedies available under the statute(s) upon which any claim(s) is based, and that could be awarded by any court or administrative agency.

4. Authority of the Arbitrator. Resolution of disputes shall be based solely upon the law governing the claims and defenses asserted. The Arbitrator shall have the authority of a trial court judge sitting without a jury, but may not add to, modify, invalidate or ignore any provision of this Agreement or the applicable Arbitration Rules, nor may the Arbitrator invoke any basis (such as "just cause" or "seniority") other than controlling law. The Arbitrator shall have the power to decide issues of arbitrability. The Arbitrator shall have the power to resolve all procedural matters, including but not limited to the issue of timeliness of claims filed hereunder. The Arbitrator shall be selected as provided under the Arbitration Rules.

5. Finality of Arbitrator's Decision. The Award of the Arbitrator may be changed or altered by the Arbitrator upon application of a party as allowed by the arbitration code governing the enforcement of the Agreement. Otherwise, the Award of the Arbitrator shall be final and binding unless a party moves to vacate the Award in a court of appropriate jurisdiction within the time period prescribed by law.

6. Savings Clause; Entire Agreement. If any provision of this Agreement, including the Arbitration Rules, which are incorporated by reference, is found by a court to be invalid or otherwise unenforceable, the court shall enforce the remainder of this Agreement and the Arbitration Rules. This Agreement constitutes the full agreement of the parties and can be changed only in writing signed by the Individual and an executive officer the Company.

7. Initiation of Arbitration and Time Limits. Arbitration pursuant to this Agreement shall be initiated in accordance with the procedures set forth in the Arbitration Rules. All disputes must be brought under this Agreement within the applicable limitations period for filing a lawsuit in a court of law or, where the claim is one subject by law to an administrative exhaustion requirement, within the applicable time period for filing an administrative claim with the relevant federal, state, or local agency, in either case beginning with the event or occurrence giving rise to the dispute. If no claim is timely brought, that dispute is waived and barred forever, and no action or suit may be brought in any court or other forum. If any party attempts to bring an untimely dispute, that party shall reimburse the other party for all expenses, including attorneys' fees, incurred in responding to such untimely dispute.

8. Fees and Costs of Arbitration. The party that initiates arbitration pursuant to this Agreement must pay $150.00 to the Arbitration Administrator designated under this Agreement, to be applied to the filing fee described in the Arbitration Rules. The Company will pay the remainder of the applicable filing fee. The Company shall also bear the expense of any remaining administrative fees, the arbitrator’s fee, the travel expenses of the arbitrator and any other officials of the Arbitration Administrator. Any other fees and costs will be allocated pursuant to the terms of the Arbitration Rules. Each party shall bear its own attorneys’ fees and costs, unless otherwise provided by the statute(s) upon which the claim(s) is based.

9. Location. The arbitration before a single arbitrator shall be conducted in Middlesex County, New Jersey, unless otherwise mutually agreed to by the parties.

10. At-Will Employment. This Agreement does not change the “employment at-will” relationship between the Individual and the Company.

Both parties acknowledge that they:

  • have carefully read this Agreement,
  • were provided an opportunity to examine the Arbitration Rules,
  • have had an opportunity to consult legal counsel before signing,
  • understand that by signing this Agreement, both parties knowingly and voluntarily waive their right to trial by court or jury, and
  • shall pursue any and all “disputes” in arbitration before a single arbitrator.

EMPLOYEREMPLOYEE

Signature: Signature:

Name:Name:

Title: Title:

Date: Date:

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