TODD SHIPYARDS CORP
EMPLOYMENT CONTRACT FOR STEPHEN G. WELCH
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>fwelch.txt
<DESCRIPTION>EMPLOYMENT CONTRACT FOR STEPHEN G. WELCH
<TEXT>

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective as of the 7th day of February, 2001, by and between TODD SHIPYARDS
CORPORATION, a Delaware corporation ("Company") and STEPHEN G. WELCH
("Executive").

RECITALS:

WHEREAS, The Company desires to continue to engage the services of Executive
as President and Chief Executive Officer of the Company, and Chairman and
Chief Executive Officer of Todd Pacific Shipyards Corporation ("Todd
Pacific"), a subsidiary of the Company.

WHEREAS, Executive desires to continue such engagement.

WHEREAS, this Agreement contains other provisions applicable to the
employment of Executive by the Company.

NOW, THEREFORE, in consideration of the above Recitals and the provisions of
this Agreement, the Company and Executive agree as follows:

I. DUTIES

1.1 Title and Responsibilities.  Executive shall serve as President and Chief
Executive Officer of the Company, and Chairman and Chief Executive Officer of
Todd Pacific. Executive's responsibilities and duties shall include those
items inherent in Executive's positions with the Company and Todd Pacific and
shall further include such other managerial responsibilities and executive
duties as may be assigned to him from time to time by the Chairman of the
Board or the Board of Directors of the Company.  Executive shall devote his
best efforts and full business time to the business and interests of the
Company and Todd Pacific. During the Term (as defined in Section 3.1 hereof)
of his employment with the Company and Todd Pacific, Executive may serve on
the board of directors of other companies, manage personal investments, and
engage in civic and charitable activities, provided that such activities
shall not represent a conflict of interest with the Company and do not
materially detract from Executive's ability to fulfill his responsibilities
and duties to the Company and Todd Pacific.

1.2 Company Policies.  All policies published by the Company and Todd Pacific
or delivered to the Executive prior to or following this Agreement regarding
employment policies, required behavior by employees and other similar matters
(collectively referred to as "Company Policies") are incorporated within this
Agreement as though fully set forth in this Agreement.  The Executive agrees
to be bound by and adhere to all such Company Policies as presently exist or
as may be hereafter issued or modified by the Company. Without limiting the
foregoing, the Executive agrees to conduct business on behalf of the Company
and Todd Pacific in a manner consistent with proper and ethical business
practices and consistent with the best interests of the Company and Todd
Pacific. To the extent any such Company Policies are inconsistent with or
contrary to the provisions of this Agreement, this Agreement shall prevail.

II.  COMPENSATION

2.1 Base Salary. Executive shall be paid a base salary ("Base Salary") by the
Company during the Term at the rate of Two Hundred Seventy-five Thousand and
00/100 Dollars ($275,000.00) per year. Executive's Base Salary shall be
reviewed annually by the Compensation Committee of the Company's Board of
Directors and evaluated based on performance and salary levels of other
executives of comparable position.  Based upon such evaluation and review,
Executive's Base Salary may be increased from time to time as determined by
the Board of Directors of the Company in its sole discretion.

2.2 Discretionary Bonus. Executive may receive an annual bonus ("Bonus")
based upon performance criteria and financial and operational results of the
Company as determined by the Board of Directors of the Company in its sole
discretion.  The amount of such Bonus, if any, for the preceding fiscal year
and the performance criteria under which a Bonus would be earned for the
current fiscal year shall be determined by the Compensation Committee and the
Company's Board of Directors in their sole discretion, and such determination
shall be made no later than the meeting of the Board of Directors held during
the first quarter of the Company's fiscal year.  If the Compensation
Committee and Board of Directors determine that a Bonus was earned, such
Bonus shall be an amount which is no less than twenty-five percent (25%) and
no more than one hundred percent (100%) of the Base Salary then in effect.

2.3 Additional Bonus.  Subject to the limitations in Section 2.3(ii) below,
the Company shall pay to Executive a bonus of Seven Hundred Fifty Thousand
Dollars ($750,000.00) (the "Additional Bonus"); which shall be payable in
accordance with the following:

(i) Initial Payment.  Upon execution of this Agreement, the Company shall pay
to Executive the sum of Two Hundred Thousand Dollars ($200,000.00) as partial
payment of the Additional Bonus.

(ii) Rabbi Trust. Contemporaneous with the execution of this Agreement or
promptly thereafter, the Company shall deposit into a separate trust account
the sum of $550,000.00 representing the remaining portion of the Additional
Bonus.  The payment of such $550,000.00 to Executive shall be governed by the
terms of a "Rabbi" trust agreement which shall be executed by the Company
contemporaneous with the execution of this Agreement (the "Rabbi Trust").
The Rabbi Trust shall provide that the trustee thereunder shall distribute to
Executive the greater of Two Hundred Fifty Thousand Dollars ($250,000.00) or
45.45% of the balance in the funds held in trust on the first anniversary of
the date thereof, and the balance of the funds held in trust shall be paid on
the second anniversary of the date thereof, subject to earlier vesting
provisions as set forth in the Rabbi Trust and subject to the general
limitations in the Rabbi Trust which limitations shall include, without
limitation, the provisions regarding the rights of general creditors of the
Company with respect to the trust assets; provided, however, that if
Executive terminates his employment with the Company for reasons other than
the Executive's disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended) or death, or if Executive's
employment is terminated for reasons that constitute Cause (as defined
below), prior to either of the dates on which the Additional Bonus is
otherwise payable from the Trust, the Company shall have no obligation to pay
such Additional Bonus (or remaining portion thereof if the first payment has
been made) and all amounts remaining in the Trust as of the time of such
termination shall be paid to the Company.  The trustee for the Rabbi Trust
shall be an independent financial institution mutually acceptable to Company
and the Executive.  Notwithstanding the foregoing, the Company's obligations
to Executive with respect to the Additional Bonus shall terminate upon the
Company's funding of the Rabbi Trust as provided therein, provided the
Company is not in breach the terms of such Rabbi Trust, provided, however,
nothing contained herein shall be construed as limiting Executive's rights
as an unsecured creditor of the Company in the event of the Company becomes
Insolvent, as defined in the Rabbi Trust.

2.4 Stock Options. Upon execution of this Agreement, the Company shall
execute and deliver to Executive a grant of stock option agreement in
substantially the same form attached hereto as Exhibit A (the "Option
Grant"), which Option Grant shall provide for the granting to Executive of
options to acquire 240,000 shares of common stock of the Company at an
exercise price of $6.55 per share; all pursuant to the Incentive Stock
Compensation Plan adopted by the Company on June 2, 1993 (the "Plan").  The
granting of such stock options shall be subject to the vesting, acceleration
and other provisions of the Option Grant and the Plan.

2.5 Other Benefits.

(i) Executive shall be entitled to such employee benefits generally available
to the full-time salaried employees of the Company, including without
limitation, health insurance, paid vacation and other similar benefits to the
extent generally available to Company full-time salaried employees.

(ii) The Company shall pay or reimburse Executive for all travel and
entertainment expenses incurred by Executive in connection with his duties on
behalf of the Company, subject to the reasonable approval of the Company.
Executive shall only be entitled to reimbursement to the extent that the
Executive follows the reasonable procedures established by the Company for
reimbursement of such expenses which will include, but will not be limited
to, providing satisfactory evidence of such expenditures.

III.  TERM AND TERMINATION OF EMPLOYMENT

3.1 Term.  The term of Executive's employment with the Company and Todd
Pacific shall be effective as of February 7, 2001 and shall terminate three
(3) years thereafter (the "Term"), unless earlier terminated pursuant to the
provisions hereof, and such Term shall renew for successive one (1) year
periods unless either party terminates this Agreement by notice given at
least sixty (60) days prior to the end of the initial Term or any successive
term.

3.2 Notice.  Either party may terminate Executive's employment with the
Company upon no less than thirty (30) days written notice to the other party,
subject to the following:

(i) If Executive should terminate his employment with the Company, the
Company may require that Executive's termination of employment shall be
effective immediately upon such notice by paying an amount equal to thirty
(30) days of Executive's then existing Base Salary as compensation for the
thirty (30) day period following Executive's notice of termination, and the
Company shall commence paying Executive Severance Compensation in the event
such termination is for Good Reason in accordance with the provisions of
subsection (iv) below.  If Executive should terminate his employment with the
Company other than for Good Reason as described in subsection (iv) below,
Executive shall not be entitled to any Severance Compensation or any other
remuneration or benefits beyond such termination, including, without
limitation, any Additional Bonus, except for his accrued and unused vacation,
and except as otherwise provided in this Agreement, the Rabbi Trust or
required under applicable law.

(ii) If the Company should terminate Executive's employment with the Company
for reasons other than Cause (as defined below), the Company shall pay
Severance Compensation (as defined below) to Executive.  The Company may
terminate Executive's employment immediately upon notice by beginning payment
of the Severance Compensation.  As used herein, "Severance Compensation"
shall mean an amount equal to one (1) year of Executive's Base Salary in
effect at the time of any termination of Executive's employment which
triggers the payment of Severance Compensation, as well as reimbursement in
an amount equal to the COBRA costs incurred by Executive for his health
insurance costs for the period of time represented by the Severance
Compensation.  The Company shall pay the Severance Compensation to Executive
in installments and such amounts and at such times as consistent with the
Company's payment of Executive's Base Salary prior to the termination of
Executive's employment with the Company.  In the event any termination of
employment results in Severance Compensation, Executive shall also be
entitled to be paid for the value of his accrued but unused vacation at the
time of such termination.  The acceptance of Severance Compensation shall be
deemed to constitute a release by the Executive of any and all claims,
liabilities, causes of action, or any other assertion of liability by the
Executive against the Company, except for the payment of the remainder of
Severance Compensation, and the payment of any reimbursable amounts or
benefits to which Executive is entitled under this Agreement.

(iii) In the event that the Company terminates Executive's employment with
the Company for reasons that constitute Cause, the Company may immediately
terminate Executive's employment upon notice, and the Company shall have no
obligation to pay Executive Severance Compensation, and all other benefits,
compensation or remuneration otherwise payable by the Company to Executive
shall terminate (except for those obligations under applicable law which must
continue after termination of Executive's employment).  As used herein,
"Cause" means:  a) a material and advertent breach of the provisions of this
Agreement by the Executive; b) chemical or alcohol dependency which
materially and adversely affects Executive's performance of his employment
duties; c) any act of disloyalty or breach of responsibilities to the Company
by the Executive which is meant by the Executive to cause harm to the
Company; or d) conduct which constitutes willful, wanton or grossly negligent
non-performance or misfeasance of Executive's duties.

(iv) Executive may terminate his employment for Good Reason if: (A) (1) there
is a material adverse change in Executive's position causing such position to
be of materially reduced stature, authority or responsibility, or (2) there
is a reduction in Executive's base salary, or (3) Executive is directed or
required to relocate to a facility or location outside of the greater Seattle
area, or (4) the Company is in material breach of any of its obligations
under this Agreement; and (B) within the 60-day period immediately following
such material change or reduction Executive elects to terminate his
employment voluntarily.  Notwithstanding the foregoing, Executive shall give
the Company written notice of any event described herein which Executive may
use to terminate his employment for Good Cause, and the Company shall have a
period of sixty (60) days from receipt of such notice to cure the same.  If
such event or circumstance is cured by the Company within such 60-day cure
period, Executive shall have no right to terminate for Good Reason as a
result thereof.  Further, in the event Executive alleges that he is entitled
to terminate his employment for Good Reason as a result of a breach by the
Company described in (A)(4) above, Executive shall only be entitled to so
terminate if the Company is found to be in material breach by the arbitrator
pursuant to the arbitration provisions of this Agreement.  In the event
Executive shall terminate his employment for Good Reason as defined in this
subsection, Executive shall be entitled to receive Severance Compensation
in the amount and in the manner specified in subsection (ii) above.

3.3 Effect of Termination. Notwithstanding the termination of Executive's
employment with the Company, the Restrictive Covenants contained in Article 4
of this Agreement shall remain in full force and effect, together with the
Company's right to enforce such Restrictive Covenants and receive damages in
the event of a breach of any such Restrictive Covenants.


3.4 Responsibilities of Executive Upon Termination.  Upon the termination of
Executive's employment with the Company, irrespective of the reasons for such
termination, the Executive shall deliver all property of the Company to the
Company, together with all notes and memoranda, whether in written or digital
computer form.  The property of the Company that must be returned upon
termination of Executive's employment shall include, but should not be
limited to, all written data concerning the financial performance, products,
plans, projections, or products of the Company and all other data which would
constitute Confidential Information pursuant to Section 4.4 below. The
property to be delivered to the Company shall include the originals and all
copies of all such property and all data contained on computer disks and
other means of storing electronic data.

3.5 Termination of Employment after a Change of Control. Upon the termination
of Executive's employment with the Company following or within sixty (60)
days prior to a Change of Control (as hereafter defined) (i) by action of the
Company within such sixty day period or any Successor to the Company (as
hereafter defined) within one (1) year following such Change of Control for
reasons other than Cause (as defined above) or (ii) by a voluntary
termination by the Executive within six (6) months following a six (6) month
transition period following such Change in Control, Executive shall receive a
lump sum severance payment equal to two times the Base Salary of Executive in
effect at the time of such Change in Control.  Such severance shall be in
lieu of any other severance to which Executive may be otherwise entitled
under this Agreement.

(i) As used herein, a "Change of Control" shall mean: (A)  a "person"
(meaning an individual, a partnership, or other group or association as
defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934)
acquires more than fifty percent (50%) of the combined voting power of the
outstanding securities of the Company having a right to vote at elections of
directors; or (B) the individuals who at the commencement date of this
Agreement constitute the Board of Directors (the "Incumbent Board") cease for
any reason to constitute a majority thereof; provided, however, that any
person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders was approved by a vote
of at least a majority of the directors comprising the Incumbent Board shall
be, for purposes of this subparagraph (B), considered as though he were a
member of the Incumbent Board.

(ii) As used herein "Successor" means any successor to the business of the
Company following a Change of Control which is the assignee or successor to
the rights and obligations of the Company pursuant to this Agreement.

IV.  RESTRICTIVE COVENANTS

4.1 Executive's Acknowledgment.  Executive agrees and acknowledges that in
order to assure the Company that it will retain its value and that of the
Business (as defined below) as a going concern, it is necessary that
Executive undertake not to utilize his special knowledge of the Business and
his relationships with customer, suppliers and governmental authorities and
agents to compete with the Company.  Executive further acknowledges that: (a)
the Company is and will be engaged in the Business; (b) Executive had and
will occupy a position of trust and confidence with the Company, and during
Executive's employment with the Company, Executive has and will become
familiar with the Company's trade secrets and with other proprietary and
confidential information concerning the Company and the Business; (c) the
agreements and covenants contained in this Article 4 are essential to protect
the Company and the goodwill of the Business; and (e) Executive's employment
with the Company has special, unique and extraordinary value to the Company
and the Company would be irreparably damaged if Executive were to provide
services to any person or entity in violation of the provisions of this
Agreement.  As used herein, "Business" means the construction, sale,
maintenance and repair of ocean-going ships, vessels and ferries.

4.2 Non-Compete.  Executive hereby agrees that for a period commencing on the
date hereof and ending one (1) year following the termination (by any party
and for any reason) or expiration of the Term of his employment with the
Company with no renewal (the "Restrictive Period"), he shall not, directly or
indirectly, as employee, agent, consultant, member, stockholder, director,
co-partner or in any other individual or representative capacity, own,
operate, manage, control, engage in, invest in or participate in any manner
in, act as a consultant or advisor to, render services for (alone or in
association with any person, firm, corporation or entity), or otherwise
assist any person or entity (other than the Company) that engages in or owns,
invests in, operates, manages or controls any venture or enterprise that
directly or indirectly engages or proposes to engage in the Business anywhere
in North America (the "Territory"); provided, however, that nothing contained
herein shall be construed to prevent Executive from investing in the stock of
any competing corporation listed on a national securities exchange or traded
in the over-the-counter market, but only if Executive is not involved in the
business of said corporation and if Executive and his associates (as such
term is defined in Regulation 14(A) promulgated under the Securities Exchange
Act of 1934, as in effect on the date hereof), collectively, do not own more
than an aggregate of five (5%) percent of the stock of such corporation.

4.3 Interference with Relationships / Nonsolicitation.  During the Restricted
Period, Executive shall not, directly or indirectly, as employee, agent,
consultant, stockholder, member, director, co-partner or in any other
individual or representative capacity render assistance to any other person
or entity who attempts to:  (i) employ or engage, recruit or solicit for
employment or engagement, any person who is or becomes employed or engaged by
the Company during the Restricted Period, or otherwise seek to influence or
alter any such person's relationship with the Company, or (ii) solicit or
encourage any present or future customer of the Company, to terminate or
otherwise alter his, her or its relationship with the Company.

4.4 Confidential Information.  During the Restricted Period and thereafter,
Executive shall keep secret and retain in strictest confidence, and shall
not, without the prior written consent of the Company, furnish, make
available or disclose to any third party (except in furtherance of the
Company's business activities and for the sole benefit of the Company) or use
for the benefit of himself or any third party, any Confidential Information.
As used in this Agreement, "Confidential Information" shall mean any
information relating to the Business or affairs of the Company, including,
but not limited to, information relating to financial matters, customer
identities, potential customers, employees, suppliers, manufacturing and
servicing methods, equipment, programs, strategies and information, analyses,
profit margins, or other proprietary information used by the Company in
connection with the Business; provided, however, that Confidential
Information shall not include any information which is in the public domain
or becomes known in the industry through no wrongful act on the part of
Executive.  Executive acknowledges that the Confidential Information is
vital, sensitive, confidential and proprietary to the Company.

4.5 Effect of Termination.  If the Company or Executive should terminate this
Agreement for any reason, and regardless of the expiration of the Term of
this Agreement or any renewals, then, notwithstanding such termination or
expiration, the provisions contained in this Section 4 hereof shall remain in
full force and effect for the duration of the Restricted Period.

4.6 Remedies.  Executive acknowledges and agrees that the covenants set forth
in this Article 4 (collectively, the "Restrictive Covenants") are reasonable
and necessary for the protection of the Company's business interests, that
irreparable injury will result to the Company if Executive breaches any of
the terms of said Restrictive Covenants, and that in the event of Executive's
actual or threatened breach of any such Restrictive Covenants, the Company
will have no adequate remedy at law.  Executive accordingly agrees that in
the event of any actual or threatened breach by him of any of the Restrictive
Covenants, the Company shall be entitled to immediate temporary injunctive
and other equitable relief, without bond and without the necessity of showing
actual monetary damages, and without requiring the Company to pursue
arbitration (and Executive hereby agrees to waive his right to move for
compulsory arbitration in such event).  Nothing contained herein shall be
construed as prohibiting the Company from pursuing any other remedies
available to it for such breach or threatened breach, including the recovery
of any damages which it is able to prove.

4.7 Blue-Pencil.  If any court or arbitrator of competent jurisdiction shall
at any time deem the term of this Agreement or any particular Restrictive
Covenant (as defined) too lengthy or the Territory too extensive, the other
provisions of this Article 4 shall nevertheless stand, the Restrictive Period
herein shall be deemed to be the longest period permissible by law under the
circumstances and the Territory herein shall be deemed to comprise the
largest territory permissible by law under the circumstances.  The court in
each case shall reduce the time period and/or Territory to permissible
duration or size.

V.  GENERAL PROVISIONS

5.1 Arbitration of Disputes.  The Executive and the Company shall resolve any
claim, controversy or dispute arising out of or in connection with this
Agreement, or relating to or arising out of any other relationship or
incident between the Executive and the Company, or alleging the violation of
either a statutory or common law duty, or both, by compulsory arbitration.
Notwithstanding the provisions of this Section, the Company may seek and
obtain appropriate restraining orders and temporary or permanent injunctions
in a court proceeding without engaging in arbitration with respect to any
alleged violation of the covenants contained in Article 4.  The Executive
shall invoke his right to arbitrate any claim, controversy or dispute with or
against the Company only after first attempting to resolve it through the
exhaustion of the employee problem solving problem mechanism contained in the
Company's Employee Handbook without first obtaining results satisfactory to
the Executive, in his reasonable discretion.  The rules and procedures for
arbitration pursuant to this Agreement are attached to this Agreement as
Exhibit B.


5.2 Entire Agreement. This Agreement and the Exhibits attached hereto contain
the entire agreement and understanding of the parties with respect to
Executive's employment by the Company and compensation payable to Executive
by the Company and supersedes all prior understandings, agreements and
discussions.  This Agreement may only be amended or modified by a written
instrument executed by Executive and the Chairman of the Board of the Company
pursuant to authorization by the Board of Directors.

5.3 Notices.  Any notice or other communication required or permitted under
this Agreement shall be in writing and shall be delivered personally, or sent
by certified or registered mail, postage prepaid, return receipt requested.
Any such notice shall be considered given when delivered personally, or if
mailed, three (3) days after the date of deposit in the United States mail
addressed to the party at the last known address of the party.  Any party
may, by notice given to the other according to the provisions of this Section
5.3, designate an address or person for the receipt of notices.

5.4 Non-Waiver. Failure to enforce at any time any of the provisions of this
Agreement shall not be interpreted to be a waiver of such provisions or to
affect either the validity of this Agreement or the right of either party
thereafter to enforce each and every provision of this Agreement.

5.5 Separability. If one or more provisions of this Agreement is finally
determined to be invalid or unenforceable, such provision will not affect or
impair the other provisions of this Agreement, all of which will continue to
be in effect and will be enforceable, provided however, that any such invalid
provisions shall, to the extent possible, be reformed so as to implement
insofar as practicable the intentions of the parties.

5.6 Assignability. This Agreement and the rights and obligations of the
parties shall not be transferred or assigned without the written consent of
the other party's provided, however, that the Company may assign its right,
pursuant to this Agreement to any purchaser of a substantial portion of its
business or assets or to any corporation or other entity in which the Company
has a controlling equity interest.

5.7 Law. This Agreement shall be interpreted in accordance with the laws of
the State of Washington.


5.8 Legal Fees. The Company shall bear the reasonable legal expenses incurred
by Executive in connection with the negotiations, preparation and review of
this Agreement in an amount not to exceed $7,500.00 In the event either party
breaches this Agreement, the non-breaching party shall be entitled to recover
from the breaching party any and all damages, costs and expenses, including
without limitation, attorneys' fees and court costs, incurred by the non-
breaching party as a result
of the breach.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
BY THE PARTIES

TODD SHIPYARDS CORPORATION


By:
Name:
Title:

EXECUTIVE:

Stephen G. Welch

EXHIBIT B

ARBITRATION RULES AND PROCEDURES

The rules and procedures of the American Arbitration Association in effect
when any arbitration occurs shall govern the procedures of any arbitration
between the Company and Executives ("Parties").  Any arbitration held in
accordance with Executive's employment shall take place in Seattle,
Washington.

A single neutral arbitrator shall conduct the arbitration hearing and decide
the issues submitted to arbitration. The Parties shall request a panel of
five arbitrators experienced with employer-employee disputes from the
American Arbitration Association's Seattle, Washington office.  The Parties
shall alternatively strike names from the panel until one arbitrator remains,
who shall then act as the single neutral arbitrator.

The Parties may conduct discovery in accordance with the Washington Rules of
Civil Procedure, including but not limited to interrogatories, depositions
and production of documents, but discovery procedures will be controlled and
may be limited or curtailed by the arbitrator in his/her discretion.

The Parties grant the following authority and jurisdiction to the single
neutral arbitrator.  The arbitrator shall determine the lawfulness under
federal, state, and local law, whether statutory or common law, or both, of
acts or omissions, or both, that produced the complaint, controversy, or
dispute subject to arbitration.  In addition, the arbitrator shall decide the
appropriateness of the Parties' acts or omissions that comprise the
complaint, controversy, or dispute submitted to arbitration, given the rights
and duties under this Agreement. Further, the arbitrator may interpret and
determine the rights of the Parties under the Agreement and any other
agreement to which they are both parties.

The Single neutral arbitrator may fashion either equitable or legal relief,
or both, as limited by this provision. The arbitrator may award full
reimbursement to the prevailing Party for such out-of-pocket expenses or
losses, including, without limitation, reasonable attorneys' fees, and back
pay that the evidence supports. However, the arbitrator shall lack any
authority to grant exemplary or punitive damages, or liquidated damages.
Finally, the arbitrator may assess interest on any award at no greater than
the prevailing prime rate during the relevant period reported in the Wall
Street Journal, adjusted at least quarterly on out-of-pocket expenses or
losses, back pay, and attorneys' fees awarded to the prevailing Party.

The arbitrator's decision shall bind the Parties as a final decision
enforceable in a court of competent jurisdiction. The Company and the
Representative shall share equally the costs of both the arbitrator and a
court reporter to transcribe any hearings before the arbitrator.  Each Party
shall pay its own expenses of presenting evidence and arguments to the
arbitrator.

The prevailing Party may confirm the arbitrator's award in a court of
competent jurisdiction.  If either Party refuses to satisfy an arbitration
award, then the other Party shall have the right to receive reimbursement for
all of its costs incurred to confirm that award, including a reasonable
attorneys' fee.




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