THE VICE PRESIDENT OF HUMAN RESOURCES
OF THE COMPANY.
UPON INQUIRY, THE COMPANY WILL ONLY STATE THE FOLLOWING:
EMPLOYEE'S LAST POSITION AND DATES OF EMPLOYMENT
11.
NO ADMISSION OF LIABILITY.
THE PARTIES UNDERSTAND AND ACKNOWLEDGE
THAT THIS AGREEMENT CONSTITUTES A COMPROMISE AND SETTLEMENT OF DISPUTED CLAIMS.
NO ACTION TAKEN BY THE PARTIES HERETO, OR EITHER OF THEM, EITHER PREVIOUSLY OR
IN CONNECTION WITH THIS AGREEMENT WILL 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.
12.
NO KNOWLEDGE OF WRONGDOING.
EMPLOYEE REPRESENTS THAT HE HAS NO
KNOWLEDGE OF ANY WRONGDOING INVOLVING IMPROPER OR FALSE CLAIMS AGAINST A FEDERAL
OR STATE GOVERNMENTAL AGENCY, OR ANY OTHER WRONGDOING THAT INVOLVES EMPLOYEE OR
OTHER PRESENT OR FORMER COMPANY EMPLOYEES.
13.
COSTS.
THE PARTIES WILL EACH BEAR THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS AGREEMENT.
14.
INDEMNIFICATION.
EMPLOYEE AGREED TO INDEMNIFY AND HOLD HARMLESS
THE COMPANY FROM AND AGAINST ANY AND ALL LOSS, COSTS, DAMAGES OR EXPENSES,
INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES OR EXPENSES INCURRED BY THE
COMPANY ARISING OUT OF THE BREACH OF THIS AGREEMENT BY EMPLOYEE, OR FROM ANY
FALSE REPRESENTATION MADE HEREIN BY EMPLOYEE, OR FROM ANY ACTION OR PROCEEDING
WHICH MAY BE COMMENCED, PROSECUTED OR THREATENED BY EMPLOYEE OR FOR EMPLOYEE'S
BENEFIT, UPON EMPLOYEE'S INITIATIVE, OR WITH EMPLOYEE'S AID OR APPROVAL,
CONTRARY TO THE PROVISIONS OF THIS AGREEMENT.
EMPLOYEE FURTHER AGREES THAT IN
ANY SUCH ACTION OR PROCEEDING, THIS AGREEMENT MAY BE PLED BY THE COMPANY AS A
COMPLETE DEFENSE, OR MAY BE ASSERTED BY WAY OF COUNTERCLAIM OR CROSS-CLAIM.
15.
ARBITRATION.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING
OUT OF, OR RELATING TO, THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND
ANY OF THE MATTERS HEREIN RELEASED, WILL BE SUBJECT TO BINDING ARBITRATION IN
SANTA CLARA COUNTY BEFORE THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS
NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES.
THE PARTIES AGREE
THAT THE PREVAILING PARTY IN ANY ARBITRATION WILL BE ENTITLED TO INJUNCTIVE
RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD.
THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION WILL BE AWARDED
ITS REASONABLE ATTORNEYS' FEES AND COSTS.
THE PARTIES HEREBY AGREE TO WAIVE
THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A
JUDGE OR JURY.
THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING
INJUNCTIVE RELIEF (OR ANY OTHER
5
PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE
SUBJECT MATTER OF THEIR DISPUTE RELATING TO EMPLOYEE'S OBLIGATIONS UNDER THIS
AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE.
16.
AUTHORITY.
THE COMPANY REPRESENTS AND WARRANTS THAT THE
UNDERSIGNED HAS THE AUTHORITY TO ACT ON BEHALF OF THE COMPANY AND TO BIND THE
COMPANY AND ALL WHO MAY CLAIM THROUGH IT TO THE TERMS