including, but not limited to, the Department of Fair Employment and Housing,
the Equal Employment Opportunity Commission, the National Labor Relations Board,
or the Workers' Compensation Board.
This Agreement does, however, preclude
Employee from pursuing court action regarding any such claim, except as
permitted by law.
(E)
VOLUNTARY NATURE OF AGREEMENT.
EMPLOYEE
ACKNOWLEDGES AND AGREES THAT EMPLOYEE IS EXECUTING THIS AGREEMENT VOLUNTARILY
AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE.
EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS CAREFULLY READ THIS
AGREEMENT AND HAS ASKED ANY QUESTIONS NEEDED TO UNDERSTAND THE TERMS,
CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT,
INCLUDING THAT EMPLOYEE IS WAIVING EMPLOYEE'S RIGHT TO A JURY TRIAL.
FINALLY,
EMPLOYEE AGREES THAT HE HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF
AN ATTORNEY OF EMPLOYEE'S CHOICE BEFORE SIGNING THIS AGREEMENT.
10.
MISCELLANEOUS PROVISIONS.
(A)
NO DUTY TO MITIGATE. THE EMPLOYEE SHALL NOT
BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT CONTEMPLATED BY THIS
AGREEMENT, NOR SHALL ANY SUCH PAYMENT BE REDUCED BY ANY EARNINGS THAT THE
EMPLOYEE MAY RECEIVE FROM ANY OTHER SOURCE.
(B)
WAIVER.
NO PROVISION OF THIS AGREEMENT MAY
BE MODIFIED, WAIVED OR DISCHARGED UNLESS THE MODIFICATION, WAIVER OR DISCHARGE
IS AGREED TO IN WRITING AND SIGNED BY THE EMPLOYEE AND BY AN AUTHORIZED OFFICER
OF THE COMPANY (OTHER THAN THE EMPLOYEE). NO WAIVER BY EITHER PARTY OF ANY
BREACH OF, OR OF COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT
BY THE OTHER PARTY SHALL BE CONSIDERED A WAIVER OF ANY OTHER CONDITION OR
PROVISION OR OF THE SAME CONDITION OR PROVISION AT ANOTHER TIME.
(C)
INTEGRATION. THIS AGREEMENT, TOGETHER WITH
THE OFFER LETTER BETWEEN EMPLOYEE AND THE COMPANY AND ANY OUTSTANDING RESTRICTED
CASH AGREEMENTS AND EQUITY AWARD AGREEMENTS REFERENCED HEREIN REPRESENT THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER
HEREIN AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS,
WHETHER WRITTEN OR ORAL, WITH RESPECT TO THIS AGREEMENT, ANY RESTRICTED CASH
AGREEMENT AND EQUITY AWARD AGREEMENTS.
(D)
CHOICE OF LAW. THE VALIDITY, INTERPRETATION,
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
HONG KONG, WITH THE EXCEPTION OF ITS CONFLICT OF LAWS PROVISIONS.
(E)
SEVERABILITY. THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OR PROVISIONS OF THIS AGREEMENT SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION HEREOF, WHICH SHALL
REMAIN IN FULL FORCE AND EFFECT.
(F)
EMPLOYMENT TAXES. ALL PAYMENTS MADE
PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO WITHHOLDING OF APPLICABLE INCOME,
EMPLOYMENT AND OTHER TAXES REQUIRED TO BE WITHHELD BY THE COMPANY (OR ANY OF ITS
AFFILIATES) PURSUANT TO APPLICABLE LAWS.
(G)
COUNTERPARTS. THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(H)
NO REPRESENTATIONS. THE EMPLOYEE REPRESENTS
THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH HIS ATTORNEYS AND TAX ADVISORS,
AND HAS CAREFULLY READ AND UNDERSTANDS THE SCOPE, EFFECT