BE ADDRESSED TO THE EXECUTIVE AT
THE HOME ADDRESS THAT THE EXECUTIVE MOST RECENTLY COMMUNICATED TO THE
CORPORATION IN WRITING.
IN THE CASE OF THE PARENT AND THE CORPORATION, MAILED
NOTICES SHALL BE ADDRESSED TO THEIR RESPECTIVE CORPORATE HEADQUARTERS, AND ALL
NOTICES SHALL BE DIRECTED TO THE ATTENTION OF THE GENERAL COUNSEL.
(D)
CHOICE OF LAW.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA, IRRESPECTIVE OF CALIFORNIA'S
CHOICE-OF-LAW PRINCIPLES.
(E)
ARBITRATION AND EQUITABLE RELIEF.
ANY
DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO
THIS AGREEMENT (WHETHER BASED IN CONTRACT OR TORT, IN LAW OR EQUITY), OR ANY
BREACH OR ASSERTED BREACH THEREOF, SHALL BE DETERMINED AND SETTLED EXCLUSIVELY
BY PRIVATE AND CONFIDENTIAL ARBITRATION IN WALNUT CREEK, CALIFORNIA, IN
ACCORDANCE WITH THE RULES FOR DISPUTE RESOLUTION OF JAMS/ENDISPUTE.
JUDGMENT ON
THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
NOTWITHSTANDING THIS SECTION 18(E), THE PARTIES MAY APPLY TO ANY COURT OF
COMPETENT JURISDICTION FOR A TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION
OR OTHER INTERIM OR PROVISIONAL RELIEF AS MAY BE NECESSARY, WITHOUT BREACH OF
THIS AGREEMENT AND WITHOUT ABRIDGMENT OF THE POWERS OF THE ARBITRATOR.
THE
PARTIES HEREBY SUBMIT THEMSELVES TO THE SUPERIOR COURT OF CALIFORNIA IN AND FOR
THE COUNTY OF CONTRA COSTA FOR THE PURPOSE OF ENFORCING THIS AGREEMENT.
(F)
NO ASSIGNMENT OF BENEFITS.
THE RIGHTS OF
ANY PERSON TO PAYMENTS OR BENEFITS UNDER THIS AGREEMENT SHALL NOT BE MADE
SUBJECT TO OPTION OR ASSIGNMENT, EITHER BY VOLUNTARY OR INVOLUNTARY ASSIGNMENT
OR BY OPERATION OF LAW, INCLUDING (WITHOUT LIMITATION) BANKRUPTCY, GARNISHMENT,
ATTACHMENT OR OTHER CREDITOR'S PROCESS, AND ANY ACTION IN VIOLATION OF THIS
SECTION 18(F) SHALL BE VOID.
(G)
EMPLOYMENT AT WILL; LIMITATION OF REMEDIES.
THE PARENT, THE CORPORATION AND THE EXECUTIVE ACKNOWLEDGE THAT THE EXECUTIVE'S
EMPLOYMENT IS AT WILL, AS DEFINED UNDER APPLICABLE LAW.
IF THE EXECUTIVE'S
EMPLOYMENT TERMINATES FOR ANY REASON, THE EXECUTIVE SHALL NOT BE ENTITLED TO ANY
PAYMENTS, BENEFITS, DAMAGES, AWARDS OR COMPENSATION OTHER THAN AS PROVIDED BY
THIS AGREEMENT.
(H)
EMPLOYMENT TAXES.
ALL PAYMENTS MADE
PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
(I)
BENEFIT COVERAGE NON-ADDITIVE.
IN THE
EVENT THAT THE EXECUTIVE IS ENTITLED TO HEALTH PLAN COVERAGE UNDER MORE THAN ONE
PROVISION HEREUNDER, ONLY ONE PROVISION SHALL APPLY, AND NEITHER THE PERIODS OF
COVERAGE NOR THE AMOUNTS OF BENEFITS SHALL BE ADDITIVE.
16
(J)
DISCHARGE OF RESPONSIBILITY. THE
PAYMENTS UNDER THIS AGREEMENT, WHEN MADE IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, SHALL FULLY DISCHARGE ALL RESPONSIBILITIES OF THE PARENT, THE
CORPORATION AND THEIR RESPECTIVE AFFILIATES TO THE EXECUTIVE THAT EXISTED AT THE
TIME OF TERMINATION OF THE EXECUTIVE'S EMPLOYMENT.
(K)
COOPERATION.
FOLLOWING TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL REASONABLY COOPERATE WITH,
ASSIST AND PROVIDE INFORMATION TO THE PARENT, THE CORPORATION AND THEIR
RESPECTIVE AFFILIATES CONCERNING ANY MATTERS ABOUT WHICH HE HAS KNOWLEDGE
BECAUSE OF HIS PRIOR EMPLOYMENT WITH THE PARENT, THE CORPORATION OR THEIR
RESPECTIVE