This Agreement will be governed, construed, and interpreted under the laws of the State of Florida and, where applicable, Federal law, without giving effect to principles of conflict of law thereof. Except as provided under paragraph 3 of Exhibit 2, any dispute or controversy arising under or in connection with this Agreement (including any exhibit to this Agreement) shall be settled exclusively by arbitration in the City of Jacksonville, Duval County, Florida in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association. Judgement may be entered on the arbitrator’s award in any court having jurisdiction. Except as provided in paragraph 10 of Exhibit 2, each party shall bear its own fees and costs in relation to any such action and the parties shall evenly share the fees of the American Arbitration Association, provided, that if CSX does not substantially prevail in any arbitration proceeding, it shall pay and reimburse the full amount of the fees of the American Arbitration Association.