Any dispute arising between the Company and Executive with respect to the performance or interpretation of this Agreement shall be submitted to arbitration, in Cleveland, Ohio, for resolution in accordance with the commercial arbitration rules of the American Arbitration Association, modified to provide that the decision by the arbitrators shall be final and binding on the parties, shall be furnished in writing, separately and specifically stating the findings of fact and conclusions of law on which the decision is based, and shall be rendered within 90 days following impanelment of the arbitrators. In the event that a dispute arises regarding whether an amount is owed under Section 8(a) following Executive’s termination of employment, the Company agrees to pay Executive a single lump sum payment, within 30 days of the date the related arbitration commences pursuant to this Section 12, equal to the cash value of the compensation and benefits that would have been paid or provided to Executive had he remained employed with the Company for the 90 day period following the date of his termination of employment (the “Disputed Payment”). The Disputed Payment represents the portion of the payments under Section 8(a)(i) that the Company is willing to pay pending resolution of the dispute, and will only be paid if the requirements of Treasury Regulation Section 1.409A-3(g) are met. If any arbitration pursuant to this Section 12 results in an award of payments provided under Section 8(a)(i), such award will be paid by the time required under Treasury Regulation Section 1.409A-3(g) and will be reduced by the Disputed Payment actually paid to Executive. Following a decision by the arbitrators, the costs of arbitration shall be divided and legal fees shall be awarded as directed by the arbitrators.