TERMINATION THEREOF; AND
(VI)
CLAIMS ARISING OUT OF OR RELATING TO THE GRANT, EXERCISE,
VESTING AND/OR ISSUANCE OF EQUITY IN THE COMPANY OR OPTIONS TO PURCHASE EQUITY
IN THE COMPANY.
C.
SOLE AND EXCLUSIVE REMEDY.
THE COMPANY AND EXECUTIVE
UNDERSTAND AND AGREE THAT EXCEPT FOR SUCH LIMITED POST-ARBITRATION JUDICIAL
REVIEW AS MAY BE PERMITTED BY LAW, ARBITRATION OF SUCH DISPUTES, AS PROVIDED FOR
HEREIN, SHALL BE THE SOLE AND EXCLUSIVE MECHANISM FOR RESOLVING ANY AND ALL
EXISTING AND FUTURE DISPUTES, AND THAT NO OTHER FORUM FOR DISPUTE RESOLUTION
WILL BE AVAILABLE TO EITHER PARTY.
THE ONLY EXCEPTIONS ARE THE CLAIMS
IDENTIFIED BELOW, WHICH MAY BE RESOLVED IN ANY APPROPRIATE FORA, INCLUDING
COURTS OF LAW, AS REQUIRED BY THE LAWS THEN IN EFFECT:
(I)
CLAIMS FOR BENEFITS UNDER THE WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND STATE DISABILITY INSURANCE LAWS; OR
(II)
CLAIMS CONCERNING THE VALIDITY, INFRINGEMENT OR
ENFORCEABILITY OF ANY TRADE SECRET, PATENT RIGHT, COPYRIGHT, TRADEMARK, OR ANY
OTHER INTELLECTUAL OR CONFIDENTIAL PROPERTY RIGHT HELD OR SOUGHT BY THE COMPANY.
D.
DECISION OF ARBITRATOR BINDING; WAIVER OF TRIAL BEFORE COURT,
JURY OR GOVERNMENT AGENCY.
COMPANY AND EXECUTIVE UNDERSTAND AND AGREE THAT
ARBITRATION SHALL BE INSTEAD OF A TRIAL BEFORE A COURT OR JURY, OR A HEARING
BEFORE A GOVERNMENT AGENCY.
THE COMPANY AND EXECUTIVE UNDERSTAND AND AGREE THAT
THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON BOTH THE COMPANY
AND EXECUTIVE, AND IT SHALL PROVIDE THE EXCLUSIVE REMEDY(IES) FOR RESOLVING ANY
AND ALL DISPUTES BETWEEN THE COMPANY AND EXECUTIVE, AS PROVIDED HEREIN, AND IT
SHALL BE ENFORCEABLE BY ANY COURT HAVING PROPER JURISDICTION.
THE COMPANY AND EXECUTIVE FURTHER UNDERSTAND AND AGREE THAT BY SIGNING THIS
AGREEMENT, EACH IS EXPRESSLY WAIVING ANY AND ALL RIGHTS TO A TRIAL BEFORE A
COURT OR JURY OR BEFORE A GOVERNMENT AGENCY REGARDING ANY DISPUTE OR CLAIM WHICH
EACH NOW HAS OR MAY IN THE FUTURE HAVE, AS PROVIDED FOR HEREIN.
E.
PLACE OF ARBITRATION.
THE COMPANY AND EXECUTIVE UNDERSTAND AND
AGREE THAT ARBITRATION OF DISPUTES PROVIDED FOR HEREIN SHALL TAKE PLACE IN SAN
9
FRANCISCO, CALIFORNIA.
IF, AT THE TIME THE DISPUTE IN QUESTION ARISES,
EXECUTIVE LIVES AND WORKS MORE THAN ONE HUNDRED (100) MILES FROM SAN FRANCISCO,
CALIFORNIA, THEN EXECUTIVE HAS THE OPTION OF REQUESTING THAT THE ARBITRATION
TAKE PLACE IN THE COUNTY IN WHICH THE COMPANY HAS AN EXECUTIVE OFFICE THAT IS
NEAREST TO EXECUTIVE'S RESIDENCE AT THE TIME THE DISPUTE IN QUESTION ARISES.
F.
COSTS OF ARBITRATION.
THE COMPANY AND EXECUTIVE UNDERSTAND
AND AGREE THAT THE ARBITRATOR'S FEE WILL BE BORNE SOLELY BY THE COMPANY.
ADDITIONALLY, THE COMPANY WILL BEAR ALL OTHER COSTS RELATED TO THE ARBITRATION,
ASSUMING SUCH COSTS ARE NOT EXPENSES THAT EXECUTIVE WOULD BE REQUIRED TO BEAR IF
HE WERE BRINGING AN ACTION IN A COURT OF LAW.
THE COMPANY AND EXECUTIVE SHALL
EACH BEAR THEIR OWN ATTORNEYS' FEES INCURRED IN CONNECTION WITH THE ARBITRATION,
AND THE ARBITRATOR WILL NOT HAVE AUTHORITY TO AWARD ATTORNEYS' FEES UNLESS A
STATUTE AT ISSUE IN THE DISPUTE OR OTHER