AS THE ARBITRATION RULES AND THIS AGREEMENT PROVIDE,
THE ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE
BETWEEN EMPLOYEE AND THE COMPANY.
ACCORDINGLY, EXCEPT AS THE ARBITRATION RULES
AND THIS AGREEMENT PROVIDE, AND EXCEPT TO THE EXTENT NECESSARY TO CONFIRM ANY
ARBITRATION AWARD IN A COURT OF COMPETENT JURISIDICITON,
NEITHER EMPLOYEE NOR
THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE
SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD
OR REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT
ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY THAT APPLICABLE LAW DOES NOT
OTHERWISE REQUIRE AND THAT THE COMPANY HAS NOT ADOPTED.
(d)
Availability of Injunctive Relief.
IN ADDITION TO THE RIGHT UNDER THE
RULES TO PETITION THE COURT FOR PROVISIONAL RELIEF, EMPLOYEE AGREES THAT ANY
PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY
ALLEGES OR CLAIMS A VIOLATION OF THE AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY
OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION, OR
NONSOLICITATION.
EMPLOYEE UNDERSTANDS THAT ANY BREACH OR THREATENED BREACH OF
SUCH AN AGREEMENT WILL CAUSE IRREPARABLE INJURY AND THAT MONEY DAMAGES WILL NOT
PROVIDE AN ADEQUATE REMEDY THEREFOR AND BOTH PARTIES HEREBY CONSENT TO THE
ISSUANCE OF AN INJUNCTION.
IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF,
THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS
FEES.
4
(e)
Administrative Relief.
EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT DOES
NOT PROHIBIT HIM FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR
FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND
HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE WORKERS'
COMPENSATION BOARD.
THIS AGREEMENT DOES, HOWEVER, PRECLUDE EMPLOYEE FROM
PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.
14.
No Waiver. Either party's failure to enforce any provision of this
Agreement shall neither be construed as a waiver of any such provision in any
way, nor shall it prevent such party from thereafter enforcing any other
provision of this Agreement. The rights granted both parties hereunder are
cumulative and shall not constitute a waiver of either party's right to assert
any other legal remedy available to it.
15.
Further Assurances. The Participant agrees upon request to execute any
further documents or instruments necessary or desirable to carry out the
purposes or intent of this Agreement.
16.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES OF
RESTRICTED STOCK PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY THE
PARTICIPANT'S CONTINUED SERVICE TO THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, DIRECTOR, OR CONSULTANT OF THE
COMPANY FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH THE PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE