INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION
RULES SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH
1294.2, INCLUDING SECTION 1283.05 (THE "RULES") AND PURSUANT TO CALIFORNIA LAW.
DISPUTES WHICH EXECUTIVE AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY
RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER THE STATE OR
FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION
ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE CALIFORNIA LABOR CODE,
CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL TERMINATION AND ANY STATUTORY
CLAIMS.
EXECUTIVE FURTHER UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALSO
APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH EXECUTIVE.
9.2
PROCEDURE.
EXECUTIVE AGREES THAT ANY
ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA")
AND THAT THE NEUTRAL ARBITRATOR WILL BE SELECTED IN A MANNER CONSISTENT WITH ITS
NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES.
EXECUTIVE AGREES THAT
THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT TO ANY PARTY
TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION
AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR
9
to any arbitration hearing.
Executive also agrees that the arbitrator shall
have the power to award any remedies, including attorneys' fees and costs,
available under applicable law.
Executive understands the Company will pay for
any administrative or hearing fees charged by the arbitrator or AAA, except that
Executive shall pay the first $125.00 of any filing fees associated with any
arbitration he initiates.
Executive agrees that the arbitrator shall administer
and conduct any arbitration in a manner consistent with the rules and that to
the extent that the AAA's National Rules for the Resolution of Employment
Disputes conflict with the Rules, the Rules shall take precedence.
Executive
agrees that the decision of the arbitrator shall be in writing.
9.3
REMEDY.
EXCEPT AS PROVIDED BY THE RULES AND
THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR
ANY DISPUTE BETWEEN EXECUTIVE AND THE COMPANY.
ACCORDINGLY, EXCEPT AS PROVIDED
FOR AND BY THE RULES AND THIS AGREEMENT, 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.
9.4
AVAILABILITY OF INJUNCTIVE RELIEF.
IN
ADDITION TO THE RIGHT UNDER THE RULES TO PETITION TO THE COURT FOR PROVISIONAL
RELIEF, EXECUTIVE AGREES THAT ANY PARTY MAY ALSO PETITION THE COURT FOR
INJUNCTIVE RELIEF WHETHER EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF THIS
AGREEMENT OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL
INFORMATION, NONSOLICITATION OF LABOR CODE '2870.
EXECUTIVE UNDERSTANDS THAT
ANY BREACH