Applicable Law; Disputes. The internal laws of the State of Minnesota (without regard to the conflict of law rules of the State of Minnesota) will be the controlling state law in all matters relating to the Plan and will be applicable to the extent not pre-empted by the laws of the United States. The United States District Court for the District of Minnesota is the exclusive, proper venue for any action involving any dispute relating to or arising from the Plan (or any agreement implementing the terms of the Plan with respect to an Officer) between any individual and the Company or the Administrator, and the court will have personal jurisdiction over any Officer named in the action.

Governing Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to the Plan shall be the United States District Court for the District of Minnesota, and each Participant, as a condition of participating in the Plan, submits to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be the courts of the State of Minnesota located in Hennepin County, and each Participant, as a condition of participating in the Plan, submits to the personal jurisdiction of that court.