(D)
AVAILABILITY OF INJUNCTIVE RELIEF.
IN ADDITION TO THE RIGHT UNDER
THE RULES TO PETITION 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 THE CONFIDENTIALITY AGREEMENT
OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION,
NONSOLICITATION OR LABOR CODE §2870.
IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE
RELIEF, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER REASONABLE COSTS AND
ATTORNEYS FEES.
(E)
ADMINISTRATIVE RELIEF.
EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT
DOES NOT PROHIBIT EXECUTIVE FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL,
STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT
AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE WORKERS'
COMPENSATION BOARD.
THIS AGREEMENT DOES, HOWEVER, PRECLUDE EXECUTIVE FROM
PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.
(F)
VOLUNTARY NATURE OF AGREEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT EXECUTIVE IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR
UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE.
EXECUTIVE FURTHER ACKNOWLEDGES
AND AGREES THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT AND THAT EXECUTIVE
HAS ASKED ANY QUESTIONS NEEDED FOR EXECUTIVE TO UNDERSTAND THE TERMS,
CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT,
INCLUDING THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO A JURY TRIAL.
FINALLY,
EXECUTIVE AGREES THAT EXECUTIVE HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE
ADVICE OF AN ATTORNEY OF EXECUTIVE'S CHOICE BEFORE SIGNING THIS AGREEMENT.
15.
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE COMPANY'S STOCK
OPTION PLAN, ANY STOCK OPTION AGREEMENTS AND THE CONFIDENTIAL INFORMATION
AGREEMENT REPRESENTS THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES
AS TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS
AGREEMENTS WHETHER WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE ORIGINAL
AGREEMENT.
NO WAIVER, ALTERATION, OR MODIFICATION OF ANY OF THE PROVISIONS OF
THIS AGREEMENT WILL BE BINDING UNLESS IN WRITING AND SIGNED BY DULY AUTHORIZED
REPRESENTATIVES OF THE PARTIES HERETO.
16.
TAX WITHHOLDING.
ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT
WILL BE SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
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17.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
STATE OF CALIFORNIA (WITH THE EXCEPTION OF ITS CONFLICT OF LAWS PROVISIONS).
18.
ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE
OPPORTUNITY TO DISCUSS THIS MATTER WITH AND OBTAIN ADVICE FROM HIS PRIVATE
ATTORNEY, HAS HAD SUFFICIENT TIME TO, AND HAS CAREFULLY READ AND FULLY
UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT, AND IS KNOWINGLY AND
VOLUNTARILY ENTERING INTO THIS AGREEMENT.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by their duly authorized officers, as of the day and year first
above written.
COMPANY:
CATALYST SEMICONDUCTOR, INC.
By:
Date:
Henry C. Montgomery
Chairman of the Board of Directors
EXECUTIVE:
Date:
Gelu Voicu
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