DEEMED AN ORIGINAL, BUT ALL
OF WHICH TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.9.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES.
9.10.
CAPTIONS.
THE CAPTIONS OF THIS AGREEMENT ARE NOT A
PART OF THE PROVISIONS HEREOF AND SHALL HAVE NO FORCE OR EFFECT.
9.11.
NUMBER AND GENDER.
WHEREVER APPROPRIATE, THE
SINGULAR SHALL INCLUDE THE PLURAL, THE PLURAL SHALL INCLUDE THE SINGULAR, AND
THE MASCULINE SHALL INCLUDE THE FEMININE.
9.12.
TAX WITHHOLDING.
THE COMPANY MAY WITHHOLD FROM ANY
AMOUNTS PAYABLE UNDER THIS AGREEMENT ANY TAXES THAT ARE REQUIRED TO BE WITHHELD
PURSUANT TO ANY APPLICABLE LAW OR REGULATION AND MAY REPORT ALL SUCH AMOUNTS
PAYABLE TO SUCH AUTHORITY AS IS REQUIRED BY ANY APPLICABLE LAW OR REGULATION.
9.13.
WAIVER.
EXECUTIVE'S FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF
SUCH PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT.
A WAIVER OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF ANY OTHER PROVISION,
AND ANY WAIVER OF ANY DEFAULT IN ANY SUCH PROVISION SHALL NOT BE DEEMED A WAIVER
OF ANY LATER DEFAULT THEREOF OR OF ANY OTHER PROVISION.
9.14.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE
ENTIRE UNDERSTANDING OF THE COMPANY AND EXECUTIVE WITH RESPECT TO ITS SUBJECT
MATTER AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, DEALING WITH
THE SUBJECT MATTER HEREOF.
THE PRIOR AGREEMENT DATED MARCH 19, 2001 IS HEREBY
EXPRESSLY SUPERSEDED AS OF THE DATE HEREOF.
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IN WITNESS WHEREOF, Executive and SeeBeyond Technology Corporation have executed
this Change of Control Employment Agreement as of the date first above written.
EXECUTIVE
/S/ ALEX DEMETRIADES
Alex Demetriades
SEEBEYOND TECHNOLOGY CORPORATION
By:
/S/ BARRY J. PLAGA
Its:
Chief Financial Officer
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