RULES").
THE ARBITRATION
PROCEEDINGS WILL ALLOW FOR DISCOVERY ACCORDING TO THE RULES SET FORTH IN THE
JAMS RULES OR CALIFORNIA CODE OF CIVIL PROCEDURE.
EXECUTIVE AGREES THAT THE
ARBITRATOR WILL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE
ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION AND
MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING.
EXECUTIVE
AGREES THAT THE ARBITRATOR WILL ISSUE A WRITTEN DECISION ON THE MERITS.
EXECUTIVE ALSO AGREES THAT THE ARBITRATOR WILL HAVE THE POWER TO AWARD ANY
REMEDIES, INCLUDING ATTORNEYS' FEES AND COSTS, AVAILABLE UNDER APPLICABLE LAW.
EXECUTIVE AND THE COMPANY AGREE THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE
OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS EXCEPT THAT EXECUTIVE WILL PAY
ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION THAT EXECUTIVE INITIATES, BUT
ONLY SO MUCH OF THE FILING FEES AS EXECUTIVE WOULD HAVE INSTEAD PAID HAD
EXECUTIVE FILED A COMPLAINT IN A COURT OF LAW.
EXECUTIVE AGREES THAT THE
ARBITRATOR WILL ADMINISTER AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT
WITH THE RULES AND THAT TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH THE
RULES, THE RULES WILL TAKE PRECEDENCE.
THE COMPANY AND EXECUTIVE AGREE THAT THE
ARBITRATION PROCEEDINGS WILL TAKE PLACE IN SAN JOSE, CALIFORNIA.
(C)
REMEDY.
EXCEPT AS PROVIDED BY THE RULES, ARBITRATION WILL BE THE
SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN EXECUTIVE AND THE
COMPANY.
ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES, NEITHER EXECUTIVE
NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT
ARE SUBJECT TO ARBITRATION.
NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE THE
AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE
ARBITRATOR WILL NOT ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY NOT OTHERWISE
REQUIRED BY LAW WHICH THE COMPANY HAS NOT ADOPTED.
(D)
AVAILABILITY OF INJUNCTIVE RELIEF.
IN ADDITION TO THE RIGHT UNDER
THE RULES TO PETITION THE COURT FOR PROVISIONAL RELIEF, EXECUTIVE AGREES THAT
ANY PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY
ALLEGES OR CLAIMS A VIOLATION OF THIS AGREEMENT OR THE CONFIDENTIALITY AGREEMENT
OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION,
9
NONSOLICITATION OR LABOR CODE §2870.
IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE
RELIEF, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER REASONABLE COSTS AND
ATTORNEYS FEES.
(E)
ADMINISTRATIVE RELIEF.
EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT
DOES NOT PROHIBIT EXECUTIVE FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL,
STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT
AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE WORKERS'
COMPENSATION BOARD.
THIS AGREEMENT DOES, HOWEVER, PRECLUDE EXECUTIVE FROM
PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.
(F)
VOLUNTARY NATURE OF AGREEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT EXECUTIVE IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR
UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE.
EXECUTIVE FURTHER ACKNOWLEDGES
AND AGREES THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT AND THAT EXECUTIVE
HAS ASKED ANY QUESTIONS NEEDED FOR EXECUTIVE