#[[Saul Centers:Organization]] and Saul Company acknowledge that the success of their relationship requires an efficient decision-making process for issues that arise under this Agreement. The Parties shall use reasonable best efforts to resolve specific disputes posed by either Party. If the dispute is not resolved in a satisfactory manner within five (5) business days from submission to the other Party in writing with all necessary supporting materials, the dispute shall be submitted in writing to the President of [[Saul Centers:Organization]] and the Chairman of Saul Company (the “Senior Leaders”) for resolution. If the Senior Leaders are unable to resolve the dispute within (10) business days, the dispute shall be submitted to the Audit Committee of [[Saul Centers:Organization]] and the Chairman of Saul Company (the “Dispute Resolution Board”).

Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Arbitration Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, this Agreement shall be determined by the Administrator in good faith in its absolute and uncontrolled discretion, and any such determination or any other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the terms of this Agreement, will be final, binding and conclusive on all persons affected thereby. You agree that before you may bring any legal action arising under, as a result of, pursuant to or relating to, this Agreement you will first exhaust your administrative remedies before the Administrator. You further agree that in the event that the Administrator does not resolve any dispute or disagreement arising under, as a result of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to this Agreement more than twenty-four (24) months after the Administrator’s decision.

Resolution of Disputes. Any dispute or disagreement or claim which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by a mandatory arbitration conducted in accordance with the commercial arbitration rules of JAMS (www.jamsadr.com). JAMS arbitration will be conducted before one (1) arbitrator, and any hearing will be in Northern Virginia. Any arbitration award shall be final, binding, and conclusive on the Grantee, the Grantee's heirs, executors, administrators and successors, and the Company and its subsidiaries for all purposes and may be enforced by a court of competent jurisdiction.

Mediation of Disputes. Neither party shall initiate arbitration or other legal proceedings (except for any claim under Section 9 of this Agreement), against the other party, or, in the case of Company, any of its directors, officers, employees, agents, or representatives, relating in any way to this Agreement, to Employee’s employment with Company, the termination of Employee’s employment or any or all other claims that one party might have against the other party until 30 days after the party against whom the claim is made (“Respondent”) receives written notice from the claiming party of the specific nature of any purported claim and the amount of any purported damages. Employee and Company further agree that if Respondent submits the claiming party’s claim to JAMS/Endispute, for nonbinding mediation, in Chicago, Illinois, prior to the expiration of such 30-day period, the claiming party may not institute arbitration or other legal proceedings against Respondent until the earlier of # the completion of nonbinding mediation efforts, or # 90 days after the date on which Respondent received written notice of the claimant’s claim.

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.

If a Participant would like to submit an inquiry or dispute regarding their Award under the Plan, the Participant should attempt to resolve it with the manager of their business unit as soon as possible. If this is not successful, the Participant may initiate a HR Services & Support > Pay & Tax Request within 60 days following the Award Payment Date, or as soon as possible (if the Participant does not have access to HR Services & Support, they may send a request to Compensation Delivery at ​). The request should include any facts supporting the Participant’s request, including discussions with the manager of their business unit, as well as any issues or comments the Participant deems pertinent. The Plan Manager, or a Compensation team, will respond to the inquiry.

Arbitration of Disputes. Any dispute, claim or controversy arising out of or relating to this OEM Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this OEM Agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator may allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. Nothing in this OEM Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as is necessary to protect either party’s name, proprietary information, trade secrets, know-how, or any other intellectual property rights. Because both parties to this OEM Agreement have had the opportunity to negotiate individual provisions of this OEM Agreement, the parties agree that any arbitrator or court shall not construe any ambiguity that may exist in this OEM Agreement against a party on the basis of that party having drafted the OEM Agreement.

Material Agreements. Neither the Company nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in # any agreement to which it is a party, which default could reasonably be expected have a Material Adverse Effect or # any agreement or instrument evidencing or governing Material Indebtedness.

Material Changes. Prompt written notice of any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;