TERMINATION OR EXPIRATION OF EXECUTIVE'S EMPLOYMENT, EXECUTIVE WILL RETURN ALL
COMPANY PROPERTY, INCLUDING ALL CONFIDENTIAL AND PROPRIETARY INFORMATION AS
DESCRIBED IN THE CONFIDENTIALITY AGREEMENT, ALL MATERIALS AND DOCUMENTS
CONTAINING TRADE SECRETS AND COPYRIGHTED MATERIALS, ALL CORRESPONDENCE,
MANAGEMENT STUDIES AND ANY OTHER MATERIALS OR DATA RELATING TO OR CONNECTED WITH
EXECUTIVE'S EMPLOYMENT, INCLUDING ALL COPIES AND EXCERPTS OF THE SAME.
11.
INDEMNIFICATION.
COMPANY AGREES TO DEFEND
AND INDEMNIFY EXECUTIVE TO THE FULLEST EXTENT PROVIDED BY CALIFORNIA LABOR CODE
SECTION 2802 AND/OR COMPANY'S DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
POLICY.
12.
INJUNCTIVE RELIEF.
EXECUTIVE ACKNOWLEDGES
THAT EXECUTIVE'S BREACH OF THE COVENANTS CONTAINED IN PARAGRAPHS 9-7.2
(COLLECTIVELY "COVENANTS") WOULD CAUSE IRREPARABLE INJURY TO COMPANY AND AGREES
THAT IN THE EVENT OF ANY SUCH BREACH, COMPANY SHALL BE ENTITLED TO SEEK
TEMPORARY, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF WITHOUT THE NECESSITY OF
PROVING ACTUAL DAMAGES OR POSTING ANY BOND OR OTHER SECURITY.
13.
AGREEMENT TO ARBITRATE.
TO THE FULLEST
EXTENT PERMITTED BY LAW, EXECUTIVE AND COMPANY AGREE TO ARBITRATE ANY
CONTROVERSY, CLAIM OR DISPUTE BETWEEN THEM ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT, THE EMPLOYMENT RELATIONSHIP BETWEEN COMPANY AND EXECUTIVE AND
ANY DISPUTES UPON TERMINATION OF EMPLOYMENT, INCLUDING BUT NOT LIMITED TO BREACH
OF CONTRACT, TORT, DISCRIMINATION, HARASSMENT, WRONGFUL TERMINATION, DEMOTION,
DISCIPLINE, FAILURE TO ACCOMMODATE, FAMILY AND MEDICAL LEAVE, COMPENSATION OR
BENEFITS CLAIMS, CONSTITUTIONAL CLAIMS; AND ANY CLAIMS FOR VIOLATION OF ANY
LOCAL, STATE OR FEDERAL LAW, STATUTE, REGULATION OR ORDINANCE OR COMMON LAW.
BY
EXECUTING THIS AGREEMENT, EXECUTIVE AND COMPANY ARE BOTH WAIVING THE RIGHT
5
TO A JURY TRIAL WITH RESPECT TO ANY SUCH DISPUTES.
FOR THE PURPOSE OF THIS
AGREEMENT TO ARBITRATE, REFERENCES TO "COMPANY" INCLUDE ALL PARENT, SUBSIDIARY
OR RELATED ENTITIES AND THEIR EMPLOYEES, SUPERVISORS, OFFICERS, DIRECTORS,
AGENTS, PENSION OR BENEFIT PLANS, PENSION OR BENEFIT PLAN SPONSORS, FIDUCIARIES,
ADMINISTRATORS, AFFILIATES AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THEM, AND
THIS AGREEMENT SHALL APPLY TO THEM TO THE EXTENT EXECUTIVE'S CLAIMS ARISE OUT OF
OR RELATE TO THEIR ACTIONS ON BEHALF OF COMPANY.
13.1
CONSIDERATION.
THE MUTUAL PROMISE BY COMPANY AND
EXECUTIVE TO ARBITRATE ANY AND ALL DISPUTES BETWEEN THEM RATHER THAN LITIGATE
THEM BEFORE THE COURTS OR OTHER BODIES, PROVIDES THE CONSIDERATION FOR THIS
AGREEMENT TO ARBITRATE.
13.2
INITIATION OF ARBITRATION.
EITHER PARTY MAY
EXERCISE THE RIGHT TO ARBITRATE BY PROVIDING THE OTHER PARTY WITH WRITTEN NOTICE
OF ANY AND ALL CLAIMS FORMING THE BASIS OF SUCH RIGHT IN SUFFICIENT DETAIL TO
INFORM THE OTHER PARTY OF THE SUBSTANCE OF SUCH CLAIMS.
IN NO EVENT SHALL THE
REQUEST FOR ARBITRATION BE MADE AFTER THE DATE WHEN INSTITUTION OF LEGAL OR
EQUITABLE PROCEEDINGS BASED ON SUCH CLAIMS WOULD BE BARRED BY THE APPLICABLE
STATUTE OF LIMITATIONS.
13.3
ARBITRATION PROCEDURE.
THE ARBITRATION WILL BE
CONDUCTED IN SAN DIEGO, CALIFORNIA BY A SINGLE NEUTRAL ARBITRATOR AND IN
ACCORDANCE WITH THE THEN CURRENT RULES FOR RESOLUTION OF EMPLOYMENT DISPUTES OF
THE AMERICAN ARBITRATION ASSOCIATION ("AAA").
THE PARTIES ARE ENTITLED TO
REPRESENTATION BY AN ATTORNEY OR OTHER REPRESENTATIVE OF THEIR CHOOSING.