HEREOF HAVE BEEN MADE BY EITHER
PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
THE PROVISIONS OF
THIS AGREEMENT SHALL BE DEEMED SEVERABLE AND, IF ANY PROVISION IS FOUND TO BE
ILLEGAL, INVALID OR UNENFORCEABLE FOR ANY REASON, (I) THE PROVISION WILL BE
AMENDED AUTOMATICALLY TO THE MINIMUM EXTENT NECESSARY TO CURE THE ILLEGALITY OR
INVALIDITY AND PERMIT ENFORCEMENT AND (II) THE ILLEGALITY, INVALIDITY OR
UNENFORCEABILITY WILL NOT AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE
OTHER PROVISIONS HEREOF.
NO WAIVER BY EITHER PARTY HERETO AT ANY TIME OF ANY
BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE WITH, ANY CONDITION OR
PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED
A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR ANY
PRIOR OR SUBSEQUENT TIME.
NO AMENDMENTS, ALTERATIONS OR MODIFICATIONS OF THIS
AGREEMENT WILL BE VALID UNLESS MADE IN WRITING AND SIGNED BY THE EXECUTIVE AND A
DULY AUTHORIZED OFFICER OR DIRECTOR OF MRV.
13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
UNDER AND IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REFERENCE TO RULES RELATING TO CONFLICTS OF LAWS.
14.
NO TRANSFER BY EXECUTIVE.
THE EXECUTIVE REPRESENTS AND WARRANTS
THAT HE HAS NOT SOLD, ASSIGNED, TRANSFERRED, CONVEYED OR OTHERWISE DISPOSED OF
TO ANY THIRD PARTY, BY OPERATION OF LAW OR OTHERWISE, ANY ACTION, CAUSE OF
ACTION, SUIT, DEBT, OBLIGATIONS, ACCOUNT, CONTRACT, AGREEMENT, COVENANT,
GUARANTEE, CONTROVERSY, JUDGMENT, DAMAGE, CLAIM, COUNTERCLAIM, LIABILITY OR
DEMAND OF ANY NATURE WHATSOEVER RELATING TO ANY MATTER COVERED BY THIS
AGREEMENT.
9
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE AND HE MAY NOT ASSIGN, PLEDGE,
DELEGATE OR OTHERWISE TRANSFER ANY OF HIS RIGHTS, OBLIGATIONS OR DUTIES UNDER
THIS AGREEMENT.
15.
DISPUTE RESOLUTION.
THE PARTIES HERETO MAY ATTEMPT TO RESOLVE ANY
DISPUTE HEREUNDER INFORMALLY VIA MEDIATION OR OTHER MEANS.
OTHERWISE, THE
PARTIES AGREE THAT ALL DISAGREEMENTS, DISPUTES AND CONTROVERSIES ARISING UNDER
OR IN CONNECTION WITH THIS AGREEMENT WILL BE SETTLED BY ARBITRATION CONDUCTED
BEFORE A SINGLE ARBITRATOR MUTUALLY AGREED TO BY MRV AND THE EXECUTIVE, SITTING
IN LOS ANGELES, CALIFORNIA OR SUCH OTHER LOCATION AGREED TO BY THE PARTIES, IN
ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION THEN IN EFFECT AND IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 1281, 1282 AND 1283, ET. SEQ.; PROVIDED, HOWEVER, THAT IF MRV
AND THE EXECUTIVE ARE UNABLE TO AGREE ON A SINGLE ARBITRATOR WITHIN 30 DAYS OF
THE DEMAND BY ANOTHER PARTY FOR ARBITRATION, AN ARBITRATOR WILL BE DESIGNATED BY
THE LOS ANGELES OFFICE OF THE AMERICAN ARBITRATION ASSOCIATION.
THE
DETERMINATION OF THE ARBITRATOR WILL SET FORTH IN WRITING FINDINGS OF FACT AND
CONCLUSIONS OF LAW UPON WHICH THE DETERMINATION WAS BASED, AND WILL BE FINAL AND
BINDING ON THE PARTIES.
EACH PARTY WAIVES RIGHT TO TRIAL BY JURY AND FURTHER
REVIEW OR APPEAL OF THE ARBITRATOR'S RULING, EXCEPT AS PROVIDED IN CALIFORNIA
CODE OF CIVIL PROCEDURE SECTION 1286.2.
JUDGMENT MAY BE ENTERED ON