MUTUAL AGREEMENT TO ARBITRATE CLAIMS
In recognition of the fact that differences may arise between OTG
Management, LLC or its operating subsidiary by which you are employed and their
respective parents, subsidiaries, affiliates, predecessors, successors and assigns,
and their officers, employees, directors, agents, and representatives (collectively,
“Employer”) and the undersigned (“Employee”) arising out of or in connection with
Employee’s employment with Employer or the termination of that employment and
in recognition of the fact that the resolution of differences in the courts is rarely
timely or cost-effective for either Party, Employer and Employee (collectively, the
“Parties”) have entered into this Mutual Agreement to Arbitrate Claims
(“Agreement”) in order to establish and gain the benefits of a speedy, impartial, and
cost-effective dispute resolution procedure.
This Agreement is deemed to be a written agreement to arbitrate pursuant to
the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16. The Parties mutually agree that
this Agreement satisfies the writing requirement of the FAA. Employee hereby
acknowledges that he/she has read and understands the implications of this
Agreement.

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 1.
Employment At-Will: Employee is employed on an at-will basis. The
Parties mutually agree that this Agreement does not contain or constitute a
guarantee of employment for any specific period. This means that Employee may
resign his/her employment at any time and that Employer may terminate
Employee’s employment at any time.
2.
Consideration: Employee acknowledges that his/her execution of this
Agreement is a condition of his/her employment with Employer. Employee also
acknowledges that his/her employment constitutes the consideration for
Employee’s agreement to the terms of this Agreement, and that such consideration
is adequate. The Parties further acknowledge that each Party’s promise to resolve
Claims (as defined herein) in accordance with the provisions of this Agreement,
rather than through the courts, is adequate consideration for the other Party’s like
promise.
3.
Claims: The Parties mutually agree that, except as provided below, the
dispute resolution procedure set forth in this Agreement applies to any and all
claims, grievances, and/or causes of action (whether based in contract, tort, statute,
regulation or otherwise), arising out of or in connection with Employee’s
employment relationship with Employer, the terms and conditions of employment,
the termination of employment or any post-employment obligations of the Parties,
including, but not limited to, all claims arising under federal, state or local laws and
regulations, including Title VII of the Civil Rights Act, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, the Family and Medical Leave
Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the
False Claims Act, any state laws affecting an employee’s rights (i.e., any applicable
state human relations act), and any common law claims recognized now or later
(hereinafter referred to as “Claims”).
EMPLOYEE AND EMPLOYER HEREBY WAIVE THE RIGHT TO GO TO
COURT, INCLUDING THE RIGHT TO A JURY. DISCOVERY AND
RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE
LIMITED THAN IN A LAWSUIT AND OTHER RIGHTS THAT
EMPLOYEE AND EMPLOYER WOULD HAVE IN COURT MAY NOT BE
AVAILABLE IN ARBITRATION.
The foregoing agreement between the parties to resolve disputes
pursuant to arbitration as provided herein shall not apply to the following
Claims:
(1)
workers’
compensation
claims;
(2)
unemployment
compensation claims; (3) claims subject to grievance and/or arbitrations
procedures contained in any collective bargaining agreement between
Employer and a union of which Employee is a member; and (4) claims
brought by a Party under any other agreement between the Parties that
contains its own separate provisions relating to arbitration or dispute
resolution.
In addition, nothing in this Agreement should be interpreted as
restricting or prohibiting an Employee from filing a charge or complaint
with a federal, state or local administrative agency charged with
investigating and/or prosecuting complaints under any applicable federal,
state or municipal law or regulation.
4.

Submission of Claims to Arbitration:
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The Parties hereby agree to

 attempt, in good faith, to resolve any and all Claims promptly by utilizing the
procedures outlined in the Employer’s employee handbook/manual (as may be
amended or modified from time to time, the “Crewmember Manual”). If a resolution
acceptable to both Employer and Employee does not result from informal
discussions pursuant to the procedures outlined in the Crewmember Manual, the
Claim shall be submitted to and determined exclusively by binding arbitration in
accordance with the Comprehensive Arbitration Rules & Procedures of JAMS (or any
successor of that organization in effect at the time the arbitration is initiated), a
copy of which may be obtained online at http://www.jamsadr.com, or by calling 1800-352-5267. A single, impartial arbitrator will be selected to hear the Claim
according to the rules and procedures of JAMS, which shall administer the
arbitration. The duty to arbitrate Claims under this Agreement survives any
termination of Employee’s employment with Employer.
5.
Form of Arbitration: In any arbitration, any Claim shall be arbitrated
only on an individual basis and not on a class, collective, multiple-party, or private
attorney general basis. Employee and Employer expressly waive any right to
arbitrate as a class representative, as a class member, in a collective action, or in or
pursuant to a private attorney general capacity, and there shall be no joinder or
consolidation of parties.
6.
NO CLASS ACTIONS.
Employee and Employer expressly
understand and acknowledge that by signing this Agreement they are
waiving their rights to trial by jury and their rights to pursue class action,
collective action, multiple-party, and private attorney general remedies in
any court and in any arbitration forum, except as expressly provided
herein. To the fullest extent permitted by applicable law, any Claim will be
arbitrated only on an individual basis and will not be consolidated with any other
arbitrations or proceedings that involve any action, dispute or controversy by
Employer or Employee or any other person or party. The Parties expressly intend
and irrevocably and voluntarily agree that each will not assert a class action or
representative action against the other in arbitration, in court or otherwise. The
Parties further agree that each do not have the right to act as a class representative
or participate as a member of a class of claimants with respect to any controversy
or Claim filed in either court or submitted to arbitration with respect to the other.
This provision is material and essential to the arbitration of any controversy or
Claim.

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 7.
Authority of Arbitrator: The arbitrator shall have all of the powers and
authority granted to arbitrators under the Comprehensive Arbitration Rules &
Procedures of JAMS (or any successor of that organization in effect at the time the
arbitration is initiated), including but not limited to ordering discovery, fixing the
time of the arbitration, and settling disputes regarding the law, subject or conduct
of the arbitration. To the extent there is a conflict between the JAMS’ rules and this
Agreement, the terms of this Agreement will control. The arbitrator may grant any
remedy or relief that would have been available to the Parties had the matter been
heard in court. The decision of the arbitrator shall be final and binding upon the
Parties and judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.
8.
Location of Arbitration: The Parties hereby agree the arbitration will be
held at the JAMS office closest to where Employee lives or works, New York, New
York, or any agreed to location.
9.
Confidentiality: The Parties agree all arbitration proceedings hereunder
shall be kept confidential and, except as may be required by law, neither a Party nor
the arbitrator may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of all Parties.
10.
Costs of Arbitration: The fees to initiate the arbitration and for the
arbitrator shall be paid by Employer. Employee and Employer shall otherwise bear
their own respective attorneys’ fees and costs incurred in connection with the
arbitration, except that the arbitrator may award attorneys’ fees and costs to either
Party in accordance with applicable law.
11.
Injunctive Relief: Notwithstanding anything contained herein, either
Party, before or during the arbitration contemplated by this Agreement, may apply
to a court for a temporary restraining order, preliminary injunction, or similar
equitable relief to protect its interests pending completion of such arbitration
proceedings or to enforce the provisions of this Agreement or any other agreement
entered into between the Parties.
12.
Non-Retaliation:
Employee understands that he/she will not be
disciplined or otherwise penalized for initiating and utilizing the dispute resolution
procedures set forth in this Agreement.
13.
Severability: In the event that any provision of this Agreement, or any
portion thereof, is found to be unenforceable or deemed in contravention of law, it
shall be severed and/or modified by the arbitrator or court and remainder of this
Agreement shall be enforceable; provided, however, that if the “Form of Arbitration”
provision above prohibiting class, collective, multiple-party, or other group
arbitration is deemed invalid, then this entire Agreement shall be null and void.
14.
Entire Agreement:
Any modification to this Agreement must be
entered into, in writing, by an authorized officer of Employer.
Oral
representations made before or after Employee is hired do not alter this
Agreement.
IN WITNESS WHEREOF, the Parties attest to the fact that they have
read, understand, and voluntarily, knowingly, and without duress or
coercion agree to be legally bound by the terms of this Agreement. The
Parties expressly understand that they will be required to arbitrate all
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 disputes and Claims that are covered by this Agreem ent.

For the Employer:
__________________________________
(Employee Name – Print)
Christopher J. Redd, Vice President
(Employee Signature)
______
(Date)

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