OR ACTIONS PENDING IN ITS NAME, OR ON BEHALF OF ANY OTHER PERSON OR
ENTITY, AGAINST CONSULTANT.
10.
APPLICATION FOR EMPLOYMENT.
CONSULTANT UNDERSTANDS AND AGREES
THAT, AS A CONDITION OF THIS AGREEMENT, HE SHALL NOT BE ENTITLED TO ANY
EMPLOYMENT WITH THE COMPANY, ITS SUBSIDIARIES, OR ANY SUCCESSOR, AND HE HEREBY
WAIVES ANY RIGHT, OR ALLEGED RIGHT, OF EMPLOYMENT OR RE-EMPLOYMENT WITH THE
COMPANY, ITS SUBSIDIARIES OR RELATED COMPANIES, OR ANY SUCCESSOR.
11.
TAX CONSEQUENCES.
THE COMPANY MAKES NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE TAX CONSEQUENCES OF THE PAYMENT OF ANY SUMS TO
CONSULTANT UNDER THE TERMS OF THIS AGREEMENT AND CONSULTANT HAS BEEN ADVISED TO
SEEK THE ADVICE OF LEGAL COUNSEL AS TO THE TAX AND OTHER CONSEQUENCES OF THIS
AGREEMENT.
12.
NO ADMISSION OF LIABILITY.
NO ACTION TAKEN BY THE PARTIES HERETO,
OR EITHER OF THEM, EITHER PREVIOUSLY OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE DEEMED OR CONSTRUED TO BE (A) AN ADMISSION OF THE TRUTH OR FALSITY OF ANY
CLAIMS HERETOFORE MADE OR (B) AN ACKNOWLEDGMENT OR ADMISSION BY EITHER PARTY OF
ANY FAULT OR LIABILITY WHATSOEVER TO THE OTHER PARTY OR TO ANY THIRD PARTY.
13.
COSTS.
THE PARTIES SHALL EACH BEAR THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS AGREEMENT.
14.
ARBITRATION AND EQUITABLE RELIEF.
(A)
GENERAL.
IN CONSIDERATION OF THE PAYMENTS TO CONSULTANT AS
SPECIFIED IN SECTION 4 HEREOF, CONSULTANT AGREES THAT ANY AND ALL CONTROVERSIES,
CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE,
OFFICER, DIRECTOR, SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY
AS SUCH OR OTHERWISE) ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR OTHERWISE
OR THE TERMINATION OF CONSULTANT'S SERVICE WITH THE COMPANY, INCLUDING ANY
BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE
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 CONSULTANT AGREES TO ARBITRATE, AND THEREBY
AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER
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.
CONSULTANT FURTHER UNDERSTANDS THAT THIS AGREEMENT TO
ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH
CONSULTANT.
(B)
PROCEDURE.
CONSULTANT AGREES THAT ANY ARBITRATION WILL BE
ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND THAT A NEUTRAL
ARBITRATOR WILL BE SELECTED IN A MANNER
7
CONSISTENT WITH ITS NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES.
THE ARBITRATION SHALL BE HELD IN SANTA CLARA COUNTY, CALIFORNIA.
THE
ARBITRATION PROCEEDINGS WILL ALLOW FOR DISCOVERY ACCORDING TO THE RULES SET
FORTH IN THE NATIONAL RULES FOR