the Financial Arbitrator shall act as an arbitrator to the extent that both Parties agree that the Financial Arbitrator is capable and qualified of settling the matter;

If applicable, amounts not vested at the time payments due under this Section cease will be:

Not Material. If the damage to the Properties does not result in a Material Loss, then neither ​ nor ​ shall have the right to terminate this Agreement, and ​ shall, at its option, either # fully repair the damage before the Closing in a manner reasonably satisfactory to ​, or # credit ​ at Closing for the reasonable cost to complete the repair (in which case ​ shall retain all insurance proceeds and ​ shall assume full responsibility for all needed repairs).

Not U.S. person. The Option Holder is not a “U.S. person” (as such term is defined in Regulation S of the Securities Act) and is not acquiring the Option and/or purchasing the Purchase Shares for the account or benefit of any “U.S. person”.

Any arbitration pursuant to this [Section 13.02] will be conducted before a panel of three (3) arbitrators who will be current or former officers of life insurance or life reinsurance companies other than the parties to this Agreement, their Affiliates or subsidiaries; provided, that such professionals shall not have performed services for either party or their Affiliates/subsidiaries within the previous five (5) years and shall not have a financial interest in the outcome of the dispute. Each of the parties will appoint one arbitrator and the two (2) so appointed will select the third arbitrator who shall be independent and impartial. If either party refuses or fails to appoint an arbitrator within thirty (30) calendar days after the other party has given written notice to such party of its arbitrator appointment, the party that has given notice may appoint the second arbitrator. If the two (2) arbitrators do not agree on a third arbitrator within thirty (30) calendar days of the appointment of the second arbitrator, then the third arbitrator shall be selected by the ARIAS-U.S. Umpire Selection Procedure (available at www.ARIAS-US.org), subject to the arbitrator qualification requirements of this paragraph.

Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator may not award exemplary or punitive damages.

Option Not Transferable. Except as otherwise approved by the Committee, this Option is not transferable by the Optionholder otherwise than by the will or the laws of descent and distribution, and is exercisable, during the Optionholder’s lifetime, only by the Optionholder. The naming of a Designated Beneficiary does not constitute a transfer.

Claims Not Waived. Pennypacker understands that this Agreement does not waive any claims that he may have: # arising from acts or conduct occurring after the date that he signs the Agreement; # for compensation for illness or injury or medical expenses under any worker's compensation statute; # for benefits under any plan currently maintained by the Company that provides for retirement benefits or under the Company’s Deferred Compensation Plan (however, Pennypacker agrees and acknowledges that the payment(s) and benefits provided in paragraphs 3.a., thru 3.f. above shall not be considered or included for purposes of any retirement benefit contribution or plan); # under any law or any policy or plan currently maintained by the Company that provides health insurance continuation or conversion rights; # any claims for coverage under officers or directors insurance maintained by the Company for conduct or action that occurred prior to the Separation Date; # any claim for breach of this Agreement; or # any claim that by law cannot be released or waived.

No Payments will be paid to an Officer (and the Officer will not be considered to have experienced a Qualifying Termination) upon commencement of a leave of absence, including military service leave, or if:

Claims Not Released. Executive is not waiving any rights he may have to: # his own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans (including the Company’s 401(k) plan) as of the date of Executive’s execution of this Agreement, including any rights to continue group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”); # benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; # pursue claims which by law cannot be waived by signing this Agreement; # enforce this Agreement; # challenge the validity of this Agreement; or # any rights to be indemnified by the Company pursuant to the Company’s Articles of Organization or bylaws and any rights under the Company’s applicable directors and officers insurance policy.