THE RULES,
ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE
BETWEEN EXECUTIVE AND THE COMPANY.
ACCORDINGLY,
8
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
SHALL 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
ACCORDANCE WITH RULE 1281.8 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, EXECUTIVE
AGREES THAT ANY PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE
EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF THE EMPLOYMENT, CONFIDENTIAL
INFORMATION, INVENTION ASSIGNMENT AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY OR
ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION,
NONSOLICITATION OR LABOR CODE §2870.
IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE
RELIEF, THE PREVAILING PARTY SHALL 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.
19.
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 TO
UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND
FULLY UNDERSTAND IT, INCLUDING THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO A
JURY TRIAL.
FINALLY, EXECUTIVE AGREES THAT HE/SHE HAS BEEN PROVIDED AN
OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.
20.
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH
THE
THE CONFIDENTIAL INFORMATION AGREEMENT AND ANY AGREEMENT RELATING TO EQUITY
INCENTIVE AWARDS, REPRESENTS THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES AS TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS AGREEMENTS WHETHER WRITTEN OR ORAL.
NO WAIVER, ALTERATION, OR
MODIFICATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT WILL BE BINDING UNLESS
IN WRITING AND SIGNED BY THE COMPANY.
21.
HEADINGS.
THE HEADINGS OF THE PARAGRAPHS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT IN ANY
WAY AFFECT THE MEANING OR INTERPRETATION OF ANY PROVISION OF THIS AGREEMENT.
22.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS, AND
NOT THE CHOICE OF LAW RULES, OF THE STATE OF CALIFORNIA.
23.
COOPERATION.
EXECUTIVE SHALL, WITHOUT
FURTHER REMUNERATION, PROVIDE EXECUTIVE'S REASONABLE COOPERATION IN CONNECTION
WITH ANY ACTION OR PROCEEDING (OR ANY APPEAL FROM ANY ACTION OR PROCEEDING) THAT
RELATES TO EVENTS OCCURRING DURING OR RELATING TO