The laws of the State of Ohio will govern this 2016 VSEP and all matters related hereto.  If any Participant or the Company institutes a suit or other legal proceedings, whether in law or equity with respect to this 2016 VSEP, the Company and such Participant irrevocably consents to the jurisdiction of the Common Pleas Court of the State of Ohio (Cuyahoga County) or the United States District Court for the Northern District of Ohio.