COMPANY PARTY; PROVIDED, HOWEVER, THAT THE TERMS OF THIS SECTION SHALL
NOT APPLY TO COMMUNICATIONS BETWEEN THE EXECUTIVE AND, AS APPLICABLE, THE
EXECUTIVE'S ATTORNEYS OR OTHER PERSONS WITH WHOM COMMUNICATIONS WOULD BE SUBJECT
TO A CLAIM OF PRIVILEGE EXISTING UNDER COMMON LAW, STATUTE OR RULE OF
PROCEDURE.
THE EXECUTIVE FURTHER AGREES THAT THE EXECUTIVE WILL NOT IN ANY WAY
SOLICIT ANY SUCH STATEMENTS, COMMENTS OR COMMUNICATIONS FROM OTHERS.
10.
MISCELLANEOUS.
10.1
BINDING EFFECT.
THIS AGREEMENT WILL BE BINDING UPON AND WILL INURE
TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS, REPRESENTATIVES,
HEIRS, AND PERMITTED ASSIGNS, EXCEPT THAT EXECUTIVE'S RIGHTS, BENEFITS, DUTIES,
AND RESPONSIBILITIES HEREUNDER ARE OF A
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PERSONAL NATURE AND SHALL NOT BE ASSIGNABLE IN WHOLE OR IN PART BY EXECUTIVE.
EXECUTIVE SPECIFICALLY ACKNOWLEDGES THAT COMPANY SHALL HAVE THE RIGHT TO ASSIGN
THIS AGREEMENT TO COMPANY'S SUCCESSORS OR ASSIGNS, AND HEREBY CONSENTS TO SUCH
ASSIGNMENT WITH THE NEED FOR FURTHER EXECUTION OF ANY INSTRUMENT.
10.2
DISPUTES.
SUBJECT TO THE TERMS OF, AND ANY EXCEPTIONS PROVIDED IN,
THIS AGREEMENT, ANY AND ALL DISPUTES (AS DEFINED BELOW) WILL BE RESOLVED
EXCLUSIVELY THROUGH BINDING ARBITRATION.
THE PARTIES HERETO EACH WAIVE THE
RIGHT TO A JURY TRIAL AND EACH WAIVE THE RIGHT TO ADJUDICATE THEIR DISPUTES
OUTSIDE THE ARBITRATION FORUM PROVIDED FOR IN THIS AGREEMENT, EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT OR REQUIRED BY APPLICABLE LAW.
FOR THE
PURPOSES OF THIS AGREEMENT, "DISPUTES" MEANS ANY CONTROVERSY OR CLAIM (INCLUDING
WITHOUT LIMITATION ALL CLAIMS PURSUANT TO COMMON AND STATUTORY LAW) BETWEEN
EXECUTIVE AND COMPANY OR ANY OTHER COMPANY PARTY, INCLUDING WITHOUT LIMITATION,
ALL CONTROVERSIES AND CLAIMS RELATING TO THIS AGREEMENT OR ARISING OUT OF OR
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EXECUTIVE'S EMPLOYMENT WITH
COMPANY, AND/OR EXECUTIVE'S TERMINATION OR RESIGNATION FROM EMPLOYMENT WITH
COMPANY, REGARDLESS OF WHETHER THE EMPLOYMENT TERMINATION OR RESIGNATION IS
VOLUNTARY, INVOLUNTARY, FOR CAUSE, OR NOT FOR CAUSE.
THE CONSIDERATION FOR THIS
AGREEMENT INCLUDES THE PARTIES' MUTUAL AGREEMENT TO ARBITRATE THEIR DISPUTES.
SECTION 10.2 (INCLUDING SUB-PARTS) SHALL BE CONSTRUED AND ENFORCED UNDER THE
FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1 ET SEQ.
(A)
IN ADDITION TO OTHER REMEDIES AVAILABLE AT LAW, INJUNCTIVE RELIEF
MAY BE SOUGHT IN ARBITRATION.
HOWEVER, AS A NARROW EXCEPTION TO BINDING
ARBITRATION UNDER THIS AGREEMENT, THE EXECUTIVE AND COMPANY SHALL EACH HAVE THE
RIGHT TO INITIATE AN ACTION IN A COURT OF COMPETENT JURISDICTION IN THE AGREED
VENUE (AS DEFINED BELOW) TO REQUEST INJUNCTIVE OR OTHER EQUITABLE RELIEF
REGARDING THE TERMS OF THIS AGREEMENT.
EVIDENCE ADDUCED IN SUCH A PROCEEDING
MAY BE USED IN ARBITRATION AS WELL.
THE FOLLOWING CLAIMS ARE EXCLUDED FROM
BINDING ARBITRATION UNDER THIS AGREEMENT:
CLAIMS FOR WORKERS' COMPENSATION
BENEFITS OR UNEMPLOYMENT BENEFITS; CLAIMS FOR REPLEVIN; CLAIMS ARISING UNDER THE
NATIONAL LABOR RELATIONS ACT, 29 U.S.C. §§ 151-169, INCLUDING BUT NOT LIMITED TO
29 U.S.C. § 157; AND CLAIMS FOR WHICH A BINDING ARBITRATION AGREEMENT IS INVALID
AS A MATTER OF LAW.
(B)
THE ARBITRATION SHALL BE ADMINISTERED BY A SINGLE LOCAL ARBITRATOR
WITH JAMS IN ACCORDANCE WITH