APPLY TO COMMUNICATIONS BETWEEN THE EXECUTIVE AND, AS APPLICABLE, THE
EXECUTIVE'S ATTORNEYS OR OTHER PERSONS WITH WHOM COMMUNICATIONS WOULD BE SUBJECT
TO A CLAIM OF PRIVILEGE EXISTING UNDER COMMON LAW, STATUTE OR RULE OF PROCEDURE.
THE EXECUTIVE FURTHER AGREES THAT THE EXECUTIVE WILL NOT IN ANY WAY SOLICIT ANY
SUCH STATEMENTS, COMMENTS OR COMMUNICATIONS FROM OTHERS.
10.
Miscellaneous.
10.1
BINDING EFFECT. THIS AGREEMENT WILL BE BINDING UPON AND WILL INURE
TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS, REPRESENTATIVES,
HEIRS, AND PERMITTED ASSIGNS, EXCEPT THAT EXECUTIVE'S RIGHTS, BENEFITS, DUTIES,
AND RESPONSIBILITIES HEREUNDER ARE OF A PERSONAL NATURE AND SHALL NOT BE
ASSIGNABLE IN WHOLE OR IN PART BY EXECUTIVE. EXECUTIVE SPECIFICALLY ACKNOWLEDGES
THAT COMPANY SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT TO COMPANY'S
SUCCESSORS OR ASSIGNS, AND HEREBY CONSENTS TO SUCH ASSIGNMENT WITH THE NEED FOR
FURTHER EXECUTION OF ANY INSTRUMENT.
10.2
DISPUTES. SUBJECT TO THE TERMS OF, AND ANY EXCEPTIONS PROVIDED IN,
THIS AGREEMENT, ANY AND ALL DISPUTES (AS DEFINED BELOW) WILL BE RESOLVED
EXCLUSIVELY THROUGH BINDING
18
ARBITRATION. THE PARTIES HERETO EACH WAIVE THE RIGHT TO A JURY TRIAL AND EACH
WAIVE THE RIGHT TO ADJUDICATE THEIR DISPUTES OUTSIDE THE ARBITRATION FORUM
PROVIDED FOR IN THIS AGREEMENT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT
OR REQUIRED BY APPLICABLE LAW. FOR THE PURPOSES OF THIS AGREEMENT, "DISPUTES"
MEANS ANY CONTROVERSY OR CLAIM (INCLUDING WITHOUT LIMITATION ALL CLAIMS PURSUANT
TO COMMON AND STATUTORY LAW) BETWEEN EXECUTIVE AND COMPANY OR ANY OTHER COMPANY
PARTY, INCLUDING WITHOUT LIMITATION, ALL CONTROVERSIES AND CLAIMS RELATING TO
THIS AGREEMENT OR ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT, EXECUTIVE'S EMPLOYMENT WITH COMPANY, AND/OR EXECUTIVE'S TERMINATION
OR RESIGNATION FROM EMPLOYMENT WITH COMPANY, REGARDLESS OF WHETHER THE
EMPLOYMENT TERMINATION OR RESIGNATION IS VOLUNTARY, INVOLUNTARY, FOR CAUSE, OR
NOT FOR CAUSE. THE CONSIDERATION FOR THIS AGREEMENT INCLUDES THE PARTIES' MUTUAL
AGREEMENT TO ARBITRATE THEIR DISPUTES. SECTION 10.2 (INCLUDING SUB-PARTS) SHALL
BE CONSTRUED AND ENFORCED UNDER THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1 ET
SEQ.
(A)
IN ADDITION TO OTHER REMEDIES AVAILABLE AT LAW, INJUNCTIVE RELIEF
MAY BE SOUGHT IN ARBITRATION. HOWEVER, AS A NARROW EXCEPTION TO BINDING
ARBITRATION UNDER THIS AGREEMENT, THE EXECUTIVE AND COMPANY SHALL EACH HAVE THE
RIGHT TO INITIATE AN ACTION IN A COURT OF COMPETENT JURISDICTION IN THE AGREED
VENUE (AS DEFINED BELOW) TO REQUEST INJUNCTIVE OR OTHER EQUITABLE RELIEF
REGARDING THE TERMS OF THIS AGREEMENT. EVIDENCE ADDUCED IN SUCH A PROCEEDING MAY
BE USED IN ARBITRATION AS WELL. THE FOLLOWING CLAIMS ARE EXCLUDED FROM BINDING
ARBITRATION UNDER THIS AGREEMENT:
CLAIMS FOR WORKERS' COMPENSATION BENEFITS OR
UNEMPLOYMENT BENEFITS; CLAIMS FOR REPLEVIN; CLAIMS ARISING UNDER THE NATIONAL
LABOR RELATIONS ACT, 29 U.S.C. §§ 151-169, INCLUDING BUT NOT LIMITED TO 29
U.S.C. § 157; AND CLAIMS FOR WHICH A BINDING ARBITRATION AGREEMENT IS INVALID AS
A MATTER OF LAW.
(B)
THE ARBITRATION SHALL BE ADMINISTERED BY A SINGLE LOCAL ARBITRATOR
WITH JAMS IN ACCORDANCE WITH ITS THEN-CURRENT APPLICABLE RULES AND PROCEDURES
FOR EMPLOYMENT DISPUTES. IF FOR ANY