RELATING TO, OR RESULTING FROM
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, OR THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE
SUBJECT TO BINDING ARBITRATION RULES SET FORTH IN CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 1280 THROUGH 1294.2, INCLUDING SECTION 1283.05 (THE "RULES")
AND PURSUANT TO CALIFORNIA LAW.
DISPUTES WHICH EXECUTIVE AGREES TO ARBITRATE,
AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY
CLAIMS UNDER THE STATE OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS
UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES
ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS
BENEFIT PROTECTION ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE
CALIFORNIA LABOR CODE, CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL
TERMINATION AND ANY STATUTORY CLAIMS.
EXECUTIVE FURTHER UNDERSTANDS THAT THIS
AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE
WITH EXECUTIVE.
(B)
PROCEDURE.
EXECUTIVE AGREES THAT ANY ARBITRATION WILL BE
ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND THAT THE
NEUTRAL ARBITRATOR WILL BE SELECTED IN A
6
MANNER CONSISTENT WITH ITS NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT
DISPUTES.
EXECUTIVE AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE
ANY MOTIONS BROUGHT TO ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR
SUMMARY JUDGMENT AND/OR ADJUDICATION AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR
TO ANY ARBITRATION HEARING.
EXECUTIVE ALSO AGREES THAT THE ARBITRATOR SHALL
HAVE THE POWER TO AWARD ANY REMEDIES, INCLUDING ATTORNEYS' FEES AND COSTS,
AVAILABLE UNDER APPLICABLE LAW.
EXECUTIVE UNDERSTANDS THE COMPANY WILL PAY FOR
ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR AAA EXCEPT THAT
EXECUTIVE SHALL PAY THE FIRST $200.00 OF ANY FILING FEES ASSOCIATED WITH ANY
ARBITRATION INITIATED.
EXECUTIVE AGREES THAT THE ARBITRATOR SHALL ADMINISTER
AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT WITH THE RULES AND THAT TO
THE EXTENT THAT THE AAA'S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT
DISPUTES CONFLICT WITH THE RULES, THE RULES SHALL TAKE PRECEDENCE.
EXECUTIVE
AGREES THAT THE DECISION OF THE ARBITRATOR SHALL BE IN WRITING.
(C)
REMEDY.
EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT,
ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE
BETWEEN EXECUTIVE AND THE COMPANY.
ACCORDINGLY, EXCEPT AS PROVIDED FOR AND BY
THE RULES AND THIS AGREEMENT, NEITHER EXECUTIVE NOR THE COMPANY WILL BE
PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO
ARBITRATION.
NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO
DISREGARD OR REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE ARBITRATOR
SHALL NOT ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY NOT OTHERWISE REQUIRED
BY LAW WHICH THE COMPANY HAS NOT ADOPTED.
(D)
AVAILABILITY OF INJUNCTIVE RELIEF.
IN ADDITION TO THE RIGHT UNDER
THE RULES TO PETITION TO THE COURT FOR PROVISIONAL RELIEF, EXECUTIVE AGREES THAT
ANY PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY
ALLEGES OR CLAIMS A VIOLATION OF THIS AGREEMENT OR