SHALL NEVERTHELESS BE BINDING AND ENFORCEABLE.
6.2
SUCCESSORS AND ASSIGNS.
ALL OF THE TERMS,
PROVISIONS AND OBLIGATIONS OF THE AGREEMENT SHALL INURE TO THE BENEFIT OF AND
SHALL BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
NOTWITHSTANDING THE FOREGOING, NEITHER
THE AGREEMENT NOR ANY RIGHTS HEREUNDER SHALL BE ASSIGNED, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED BY THE EMPLOYEE WITHOUT THE PRIOR WRITTEN CONSENT OF
THE BOARD IN EACH INSTANCE.
6.3
GOVERNING LAW.
THE VALIDITY, CONSTRUCTION
AND INTERPRETATION OF THE AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE
LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WITHIN THAT STATE.
6.4
HEADINGS.
SECTION AND SUBSECTION HEADINGS
ARE NOT TO BE CONSIDERED PART OF THE AGREEMENT AND ARE INCLUDED SOLELY FOR
CONVENIENCE AND REFERENCE AND IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OF
THE AGREEMENT OR THE INTENT OF ANY PROVISIONS HEREOF.
6.5
ENTIRE AGREEMENT.
THE AGREEMENT CONSTITUTES
THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND
DISCUSSIONS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER OF THE
AGREEMENT.
NO SUPPLEMENT, MODIFICATION, WAIVER OR TERMINATION OF THE AGREEMENT
SHALL BE VALID UNLESS EXECUTED BY EACH PARTY TO BE BOUND THEREBY.
NO WAIVER OF
ANY OF THE PROVISIONS OF THE AGREEMENT SHALL BE DEEMED TO OR SHALL CONSTITUTE A
WAIVER OF ANY OTHER PROVISIONS HEREOF (WHETHER OR NOT SIMILAR), NOR SHALL SUCH
WAIVER CONSTITUTE A CONTINUING WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED.
6.6
NOTICE.
ANY NOTICE OR OTHER COMMUNICATION
REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN GIVEN (I) IF PERSONALLY DELIVERED, WHEN SO DELIVERED, (II) IF MAILED, ONE
(1) WEEK AFTER HAVING BEEN PLACED IN THE UNITED STATES MAIL, REGISTERED OR
CERTIFIED, POSTAGE PREPAID, ADDRESSED TO THE PARTY TO WHOM IT IS DIRECTED AT THE
ADDRESS SET FORTH BELOW OR (III) IF GIVEN BY TELEX OR TELECOPIER, WHEN SUCH
NOTICE OR OTHER COMMUNICATION IS TRANSMITTED TO THE TELEX OR TELECOPIER NUMBER
SPECIFIED BELOW AND THE APPROPRIATE ANSWERBACK OR TELEPHONIC CONFIRMATION IS
RECEIVED.
EITHER PARTY MAY CHANGE THE ADDRESS TO WHICH SUCH NOTICES ARE TO BE
ADDRESSED BY GIVING THE OTHER PARTY NOTICE IN THE MANNER HEREIN SET FORTH.
6.7
ATTORNEYS' FEES.
THE COMPANY WILL REIMBURSE
THE EMPLOYEE FOR THE REASONABLE ATTORNEY FEES INCURRED IN CONNECTION WITH THE
NEGOTIATION OF THIS AGREEMENT.
IN THE
10
EVENT ANY PARTY TAKES LEGAL ACTION TO ENFORCE ANY OF THE TERMS OF THE AGREEMENT,
THE UNSUCCESSFUL PARTY TO SUCH ACTION SHALL PAY THE SUCCESSFUL PARTY'S EXPENSES,
INCLUDING ATTORNEYS' FEES, INCURRED IN SUCH ACTION.
6.8
THIRD PARTIES.
NOTHING IN THE AGREEMENT,
EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE
COMPANY OR THE EMPLOYEE ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THE
AGREEMENT.
6.9
ARBITRATION.
ANY CONTROVERSY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
REFERRED TO ARBITRATION BEFORE THE AMERICAN ARBITRATION