THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS AGREEMENT.
17.
ARBITRATION.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT
OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS
HEREIN RELEASED, INCLUDING ANY POTENTIAL CLAIMS OF HARASSMENT, DISCRIMINATION OR
WRONGFUL TERMINATION SHALL BE SUBJECT TO BINDING ARBITRATION, TO THE EXTENT
PERMITTED BY LAW, IN SANTA CLARA COUNTY, CALIFORNIA, BEFORE THE AMERICAN
ARBITRATION ASSOCIATION UNDER ITS NATIONAL RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES.
EMPLOYEE AGREES AND HEREBY WAIVES HIS RIGHT TO JURY TRIAL
AS TO MATTERS ARISING OUT OF THE TERMS OF THIS AGREEMENT AND ANY MATTERS HEREIN
RELEASED TO THE EXTENT PERMITTED BY LAW.
THE PARTIES AGREE THAT THE PREVAILING
PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF
COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD.
18.
AUTHORITY.
EMPLOYEE REPRESENTS AND WARRANTS THAT [HE/SHE] HAS THE
CAPACITY TO ACT ON [HIS/HER] OWN BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM
THROUGH [HIM/HER] TO BIND THEM TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
19.
NO REPRESENTATIONS.
EMPLOYEE REPRESENTS THAT HE HAS HAD THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY READ AND UNDERSTANDS
THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
NEITHER PARTY HAS
RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE OTHER PARTY HERETO
WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
20.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF BECOMES OR IS
DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE OR
VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID
PROVISION.
21.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE CHANGE OF CONTROL SEVERANCE
AGREEMENT, THE EQUITY AWARD AGREEMENTS AND THE CONFIDENTIALITY AGREEMENT
REPRESENT THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY AND
EMPLOYEE CONCERNING EMPLOYEE'S SEPARATION FROM THE COMPANY, AND SUPERSEDE AND
REPLACE ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS CONCERNING EMPLOYEE'S
RELATIONSHIP WITH THE COMPANY AND HIS COMPENSATION BY THE COMPANY.
A-4
22.
NO ORAL MODIFICATION.
THIS AGREEMENT MAY ONLY BE AMENDED IN WRITING
SIGNED BY EMPLOYEE AND AN APPROVED EXECUTIVE OFFICER OF THE COMPANY.
23.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF CALIFORNIA.
24.
EFFECTIVE DATE.
THIS AGREEMENT IS EFFECTIVE EIGHT (8) DAYS AFTER IT
HAS BEEN SIGNED BY BOTH PARTIES.
25.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, AND
EACH COUNTERPART SHALL HAVE THE SAME FORCE AND EFFECT AS AN ORIGINAL AND SHALL
CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON THE PART OF EACH OF THE
UNDERSIGNED.
26.
VOLUNTARY EXECUTION OF AGREEMENT.
THIS AGREEMENT IS EXECUTED
VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OR BEHALF OF
THE PARTIES HERETO, WITH THE FULL INTENT OF RELEASING ALL CLAIMS.
THE PARTIES
ACKNOWLEDGE THAT:
A.
THEY HAVE READ THIS AGREEMENT;
B.
THEY HAVE BEEN REPRESENTED IN THE PREPARATION, NEGOTIATION, AND
EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL