PARTY'S RIGHT TO DEMAND STRICT COMPLIANCE IN THE FUTURE. NO
CONSENT OR WAIVER, EXPRESS OR IMPLIED, TO OR OF ANY BREACH OR DEFAULT IN THE
PERFORMANCE OF ANY OBLIGATION HEREUNDER, SHALL CONSTITUTE A CONSENT OR WAIVER TO
OR OF ANY OTHER BREACH OR DEFAULT IN THE PERFORMANCE OF THE SAME OR ANY OTHER
OBLIGATION HEREUNDER.
NO TERM OR PROVISION OF THE AGREEMENT MAY BE WAIVED
UNLESS SUCH WAIVER IS IN WRITING AND SIGNED BY THE PARTY AGAINST WHOM SUCH
WAIVER IS SOUGHT TO BE ENFORCED.
16.
LEGAL EXPENSES.
THE COMPANY WILL REIMBURSE
YOU UP TO $15,000 FOR REASONABLE LEGAL ADVICE EXPENSES INCURRED BY YOU IN
CONNECTION WITH THE NEGOTIATION, PREPARATION AND EXECUTION OF THIS AGREEMENT.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT TOGETHER
WITH THE STANDARD FORMS OF EQUITY AWARD GRANT THAT DESCRIBES YOUR OUTSTANDING
EQUITY AWARDS CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER CONTEMPLATED HEREIN AND SUPERSEDES ALL PRIOR
AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES, RELATING TO THE
SUBJECT MATTER HEREOF.
THIS AGREEMENT SHALL NOT BE MODIFIED EXCEPT IN WRITING
EXECUTED BY ALL PARTIES HERETO.
18.
CAPTIONS.
TITLES OR CAPTIONS OF PARAGRAPHS
CONTAINED IN THIS AGREEMENT ARE INSERTED ONLY AS A MATTER OF CONVENIENCE AND FOR
REFERENCE, AND IN NO WAY DEFINE, LIMIT, EXTEND OR DESCRIBE THE SCOPE OF THIS
AGREEMENT OR THE INTENT OF ANY PROVISION HEREOF.
19.
COUNTERPARTS.
FOR THE PURPOSE OF
FACILITATING PROVING THIS AGREEMENT, AND FOR OTHER PURPOSES, THIS AGREEMENT MAY
BE EXECUTED SIMULTANEOUSLY IN ANY NUMBER OF COUNTERPARTS.
EACH
COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL, AND ALL SUCH COUNTERPARTS SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
20.
ARBITRATION.
IN THE EVENT THAT ANY
DISAGREEMENT OR DISPUTE WHATSOEVER SHALL ARISE BETWEEN THE PARTIES CONCERNING
THIS AGREEMENT, SUCH DISAGREEMENT OR DISPUTE SHALL BE SUBMITTED TO THE JUDICIAL
ARBITRATION AND MEDIATION SERVICES, INC. ("JAMS") FOR RESOLUTION IN A
CONFIDENTIAL PRIVATE ARBITRATION IN ACCORDANCE WITH THE COMPREHENSIVE RULES AND
PROCEDURES OF JAMS, INCLUDING THE INTERNAL APPEAL PROCESS PROVIDED FOR IN RULE
34 OF THE JAMS RULES WITH RESPECT TO ANY INITIAL JUDGMENT RENDERED IN AN
ARBITRATION.
ANY SUCH ARBITRATION PROCEEDING SHALL TAKE PLACE IN PALO ALTO,
CALIFORNIA BEFORE A SINGLE ARBITRATOR (RATHER THAN A PANEL OF ARBITRATORS).
THE
PARTIES AGREE THAT THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY PUNITIVE
OR EXEMPLARY DAMAGES AND WAIVE, TO THE FULL EXTENT PERMITTED BY LAW, ANY RIGHT
TO RECOVER SUCH DAMAGES IN SUCH ARBITRATION.
EACH PARTY SHALL EACH BEAR THEIR
RESPECTIVE COSTS (INCLUDING ATTORNEY'S FEES, AND THERE SHALL BE NO AWARD OF
ATTORNEY'S FEES). JUDGMENT UPON THE FINAL AWARD RENDERED BY SUCH ARBITRATOR,
AFTER GIVING EFFECT TO THE JAMS INTERNAL APPEAL PROCESS, MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION THEREOF.
IF JAMS IS NOT IN BUSINESS OR IS NO LONGER
PROVIDING ARBITRATION SERVICES, THEN THE AMERICAN ARBITRATION ASSOCIATION SHALL
BE SUBSTITUTED FOR JAMS FOR THE PURPOSES OF THE FOREGOING PROVISIONS.
EACH
PARTY AGREES THAT IT SHALL MAINTAIN ABSOLUTE CONFIDENTIALITY IN RESPECT TO ANY
DISPUTE BETWEEN THEM. IN ADDITION, ANY