ATTORNEYS' FEES AND COSTS. THE
PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM
RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. THIS SECTION WILL NOT PREVENT
EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY)
FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF
THEIR DISPUTE RELATING TO EMPLOYEE'S OBLIGATIONS UNDER THIS AGREEMENT AND THE
AGREEMENTS INCORPORATED HEREIN BY REFERENCE.
S.
AUTHORITY. THE COMPANY REPRESENTS AND
WARRANTS THAT THE UNDERSIGNED HAS THE AUTHORITY TO ACT ON BEHALF OF THE COMPANY
AND TO BIND THE COMPANY AND ALL WHO MAY CLAIM THROUGH IT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT. EMPLOYEE REPRESENTS AND WARRANTS THAT HE HAS THE
CAPACITY TO ACT ON HIS OWN BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM THROUGH
HIM TO BIND THEM TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. EACH PARTY
WARRANTS AND REPRESENTS THAT THERE ARE NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS
IN LAW OR EQUITY OR OTHERWISE OF OR AGAINST ANY OF THE CLAIMS OR CAUSES OF
ACTION RELEASED HEREIN.
T.
NO REPRESENTATIONS. EACH PARTY REPRESENTS
THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY
READ AND UNDERSTANDS THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
NEITHER PARTY HAS RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE
OTHER PARTY HERETO WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
U.
SEVERABILITY. IN THE EVENT THAT ANY
PROVISION HEREOF BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO
BE ILLEGAL, UNENFORCEABLE OR VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE
AND EFFECT WITHOUT SAID PROVISION SO LONG AS THE REMAINING PROVISIONS REMAIN
INTELLIGIBLE AND CONTINUE TO REFLECT THE ORIGINAL INTENT OF THE PARTIES.
V.
ENTIRE AGREEMENT. THIS AGREEMENT
REPRESENTS THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY AND
EMPLOYEE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT AND EMPLOYEE'S
RELATIONSHIP WITH THE COMPANY, AND SUPERSEDES AND REPLACES ANY AND ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER
OF THIS AGREEMENT AND EMPLOYEE'S RELATIONSHIP WITH THE COMPANY, WITH THE
EXCEPTION OF THE INDEMNIFICATION AGREEMENT, CONFIDENTIALITY AGREEMENT AND THE
STOCK AGREEMENTS.
W.
NO WAIVER. THE FAILURE OF ANY PARTY TO INSIST
UPON THE PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, OR
THE FAILURE TO PROSECUTE ANY BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, SHALL NOT BE CONSTRUED THEREAFTER AS A WAIVER OF ANY SUCH TERMS OR
7
CONDITIONS. THIS ENTIRE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AS IF NO
SUCH FORBEARANCE OR FAILURE OF PERFORMANCE HAD OCCURRED.
X.
NO ORAL MODIFICATION. ANY MODIFICATION OR
AMENDMENT OF THIS AGREEMENT, OR ADDITIONAL OBLIGATION ASSUMED BY EITHER PARTY IN
CONNECTION WITH THIS AGREEMENT, SHALL BE EFFECTIVE ONLY IF PLACED IN WRITING AND
SIGNED BY BOTH PARTIES OR BY AUTHORIZED REPRESENTATIVES OF EACH PARTY. NO
PROVISION OF THIS AGREEMENT CAN BE CHANGED, ALTERED, MODIFIED, OR WAIVED EXCEPT
BY