LOCATED IN THE COUNTY OF LOS
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ANGELES OVER ANY CONTROVERSY OR CLAIM BETWEEN EXECUTIVE AND THE COMPANY ARISING
OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT OR ANY ASPECT OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF THAT EMPLOYMENT (TOGETHER, AN
"EMPLOYMENT MATTER").
BOTH EXECUTIVE AND THE COMPANY (I) ACKNOWLEDGE THAT THE
FORUM STATED IN THIS SECTION 13(C) HAS A REASONABLE RELATION TO THIS AGREEMENT
AND TO THE RELATIONSHIP BETWEEN EXECUTIVE AND THE COMPANY AND THAT THE
SUBMISSION TO THE FORUM WILL APPLY EVEN IF THE FORUM CHOOSES TO APPLY NON-FORUM
LAW, (II) WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY OBJECTION TO PERSONAL
JURISDICTION OR TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING COVERED BY
THIS SECTION 13(C) IN THE FORUM STATED IN THIS SECTION 13(C), (III) AGREE NOT TO
COMMENCE ANY SUCH ACTION OR PROCEEDING IN ANY FORUM OTHER THAN THE FORUM STATED
IN THIS SECTION 13(C) AND (IV) AGREE THAT, TO THE EXTENT PERMITTED BY LAW, A
FINAL AND NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT WILL BE CONCLUSIVE AND BINDING ON EXECUTIVE AND THE COMPANY.
HOWEVER,
NOTHING IN THIS AGREEMENT PRECLUDES EXECUTIVE OR THE COMPANY FROM BRINGING ANY
ACTION OR PROCEEDING IN ANY COURT FOR THE PURPOSE OF ENFORCING THE PROVISIONS OF
THIS SECTION 13(C).
(D)
WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED BY LAW, EXECUTIVE
AND THE COMPANY WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY
EMPLOYMENT MATTER.
(E)
NO WAIVER. THE FAILURE OF A PARTY TO INSIST UPON STRICT ADHERENCE
TO ANY TERM OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED A WAIVER
OF SUCH PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE RIGHT THEREAFTER TO INSIST
UPON STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
(F)
SEVERABILITY. IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS
OF THIS AGREEMENT SHALL BE OR BECOME INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS
OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
(G)
NO MITIGATION OR OFFSET. IN THE EVENT OF ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT HEREUNDER, EXECUTIVE SHALL BE UNDER NO OBLIGATION TO SEEK
OTHER EMPLOYMENT OR OTHERWISE MITIGATE THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT, AND THERE SHALL BE NO OFFSET AGAINST ANY AMOUNTS DUE UNDER THIS
AGREEMENT ON ACCOUNT OF
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ANY REMUNERATION ATTRIBUTABLE TO ANY SUBSEQUENT EMPLOYMENT THAT EXECUTIVE MAY
OBTAIN.
(H)
SUCCESSORS.
(I)
THIS AGREEMENT IS PERSONAL TO EXECUTIVE AND SHALL NOT BE
ASSIGNABLE BY EXECUTIVE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S LEGAL REPRESENTATIVES. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE BINDING UPON THE COMPANY AND ITS SUCCESSORS.
(II)
THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR