Initials
10.
INJUNCTIVE RELIEF.
THE PARTIES HERETO AGREE THAT ANY BREACH OR
THREATENED BREACH OF SECTION 4 OF THIS AGREEMENT OR THE PROPRIETARY RIGHTS AND
INVENTIONS AGREEMENT WILL CAUSE SUBSTANTIAL AND IRREPARABLE DAMAGE TO EMPLOYER
IN AN AMOUNT AND OF A CHARACTER DIFFICULT TO ASCERTAIN.
ACCORDINGLY, TO PREVENT
ANY SUCH BREACH OR THREATENED BREACH, AND IN ADDITION TO ANY OTHER RELIEF TO
WHICH EMPLOYER MAY OTHERWISE BE ENTITLED, EMPLOYER WILL BE ENTITLED TO IMMEDIATE
TEMPORARY, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF THROUGH APPROPRIATE LEGAL
PROCEEDINGS IN ANY ARBITRATION, WITHOUT PROOF OF ACTUAL DAMAGES THAT HAVE BEEN
INCURRED OR MAY BE INCURRED BY EMPLOYER WITH RESPECT TO SUCH BREACH OR
THREATENED BREACH.
EXECUTIVE EXPRESSLY AGREES THAT EMPLOYER WILL NOT BE
REQUIRED TO POST ANY BOND OR OTHER SECURITY AS A CONDITION TO OBTAINING ANY
INJUNCTIVE RELIEF PURSUANT TO THIS SECTION 10, AND EXECUTIVE EXPRESSLY WAIVES
ANY RIGHT TO THE CONTRARY.
EXECUTIVE AGREES THAT THIS SECTION 10 IS WITHOUT
PREJUDICE TO THE RIGHTS OF THE PARTIES TO COMPEL ARBITRATION PURSUANT TO
SECTION 9.
11.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS ATTACHED HERETO
CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES RELATING TO THE SUBJECT MATTER
HEREOF, AND THE PARTIES HERETO HAVE MADE NO AGREEMENTS, REPRESENTATIONS OR
WARRANTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT THAT ARE NOT SET
FORTH OTHERWISE HEREIN OR THE EXHIBITS ATTACHED HERETO.
THIS AGREEMENT
SUPERSEDES ANY AND ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH EMPLOYER RELATING
TO EXECUTIVES EMPLOYMENT WITH EMPLOYER AND ANY OTHER SUBJECT MATTER OF THIS
AGREEMENT.
ANY SUCH PRIOR AGREEMENTS ARE HEREBY TERMINATED AND OF NO FURTHER
EFFECT AND EXECUTIVE, BY THE EXECUTION HEREOF, AGREES THAT ANY COMPENSATION
PROVIDED FOR UNDER ANY SUCH PRIOR AGREEMENT IS SPECIFICALLY SUPERSEDED AND
REPLACED BY THE PROVISION OF THIS AGREEMENT; SUBJECT TO THE FOLLOWING: (I) ANY
AND ALL COMPENSATION PREVIOUSLY DEFERRED UNDER ANY PRE-EXISTING DEFERRED
COMPENSATION PLAN SHALL IMMEDIATELY BE PAID TO EXECUTIVE WITHOUT CONDITION OR
LIMITATION; AND (II) THIS AGREEMENT IS NOT INTENDED TO SUPERCEDE, CANCEL OR
REPLACE ANY STOCK OPTION OR DIVIDEND EQUIVALENT RIGHT PAYMENTS THAT EXECUTIVE
MAY HAVE OR OTHERWISE BE ENTITLED TO RECEIVE.
THE PARTIES HERETO AGREE THAT IN
NO EVENT SHALL AN ORAL MODIFICATION OF THIS AGREEMENT BE ENFORCEABLE OR VALID.
9
12.
GOVERNING LAW.
THIS AGREEMENT IS AND SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, REGARDLESS OF
ANY LAWS ON CHOICE OF LAW OR CONFLICTS OF LAW OF ANY JURISDICTION.
13.
NOTICE.
ALL NOTICES HEREUNDER MUST BE IN WRITING AND SHALL BE
SUFFICIENTLY GIVEN FOR ALL PURPOSES HEREUNDER IF PROPERLY ADDRESSED AND
DELIVERED PERSONALLY BY DOCUMENTED OVERNIGHT DELIVERY SERVICE, BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, OR BY FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION SERVICE AT THE ADDRESS OR FACSIMILE NUMBER, AS THE CASE MAY BE, SET
FORTH BELOW.
ANY NOTICE GIVEN PERSONALLY OR BY DOCUMENTED OVERNIGHT DELIVERY
SERVICE IS EFFECTIVE UPON RECEIPT.
ANY NOTICE GIVEN BY REGISTERED MAIL IS
EFFECTIVE UPON RECEIPT, TO THE EXTENT SUCH RECEIPT IS CONFIRMED BY RETURN
RECEIPT.
ANY