PROVISIONS OF SECTION
1542 OF THE CALIFORNIA CIVIL CODE QUOTED IN FULL ABOVE AND ANY OTHER ANALOGOUS
STATE OR FEDERAL LAW OR REGULATION.
19.
PROHIBITION AGAINST DEFAMATION AND WILLFUL DISPARAGEMENT.
ZENITH,
WITH RESPECT TO TICKNER, AND TICKNER WITH RESPECT TO ZENITH AND THE OTHER
RELEASED PARTIES, AGREE THAT THEY WILL NOT AT ANY TIME ORALLY OR IN WRITING
DEFAME OR INTENTIONALLY MAKE DISPARAGING REMARKS THAT COULD BE EXPECTED TO HAVE
A MATERIAL ADVERSE IMPACT UPON THE BUSINESS REPUTATION OR BUSINESS PROSPECTS OF
THE OTHER PARTY OR PERSON, EXCEPT AS MAY BE REQUIRED BY LAW.
20.
AGE DISCRIMINATION IN EMPLOYMENT ACT WAIVER.
THE WAIVER GIVEN
BELOW IS GIVEN ONLY IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF
VALUE TO WHICH TICKNER IS ALREADY ENTITLED.
THE WAIVER SET FORTH BELOW DOES NOT
WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE OF EXECUTION OF THIS
AGREEMENT.
TICKNER ACKNOWLEDGES THAT (I) THIS PARAGRAPH IS WRITTEN IN A MANNER
CALCULATED TO BE UNDERSTOOD BY TICKNER, (II) BY REVIEWING THIS PARAGRAPH OR
DRAFTS THEREOF HE HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY BEFORE
EXECUTING THIS
14
AGREEMENT, (III) HE WAS GIVEN A PERIOD OF 21 DAYS WITHIN WHICH TO CONSIDER THIS
PARAGRAPH, AND (IV) TO THE EXTENT HE EXECUTES THIS AGREEMENT, INCLUDING THIS
PARAGRAPH, BEFORE THE EXPIRATION OF THE 21 DAY PERIOD, HE DOES SO KNOWINGLY AND
VOLUNTARILY.
TICKNER SHALL HAVE THE RIGHT TO CANCEL AND REVOKE THIS PARAGRAPH
DURING A PERIOD OF SEVEN DAYS FOLLOWING HIS EXECUTION OF THE AGREEMENT AND THIS
PARAGRAPH SHALL NOT BECOME EFFECTIVE, AND NO MONEY SHALL BE PAID TO TICKNER
PURSUANT TO THIS AGREEMENT, UNTIL SUCH SEVEN-DAY PERIOD HAS EXPIRED WITHOUT THIS
PARAGRAPH'S HAVING BEEN REVOKED.
THE SEVEN-DAY PERIOD OF REVOCATION SHALL
COMMENCE UPON THE DATE OF TICKNER'S EXECUTION OF THIS AGREEMENT. WITHIN THE
SEVEN-DAY REVOCATION PERIOD, TICKNER SHALL FORWARD TO ZENITH A COPY OF THIS
AGREEMENT FULLY EXECUTED BY TICKNER.
IN ORDER TO REVOKE THIS PARAGRAPH, TICKNER
SHALL DELIVER TO ZENITH, PRIOR TO THE EXPIRATION OF SAID SEVEN-DAY PERIOD, A
WRITTEN NOTICE OF CANCELLATION.
In addition to the release set forth in paragraph 15 hereof, Tickner hereby
voluntarily and knowingly waives all rights or claims arising under the Federal
Age Discrimination in Employment Act.
21.
ARBITRATION.
ANY CONTROVERSY, DISPUTE, OR CLAIM BETWEEN THE
PARTIES TO THIS AGREEMENT, INCLUDING ANY CLAIM ARISING OUT OF, IN CONNECTION
WITH, OR IN RELATION TO THE FORMATION, INTERPRETATION, PERFORMANCE OR BREACH OF
THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION, BEFORE A SINGLE
ARBITRATOR, IN ACCORDANCE WITH THIS SECTION AND THE THEN MOST APPLICABLE RULES
OF THE AMERICAN ARBITRATION ASSOCIATION.
JUDGMENT UPON ANY AWARD RENDERED BY
THE ARBITRATOR MAY BE ENTERED BY ANY STATE OR FEDERAL COURT HAVING JURISDICTION
THEREOF.
SUCH ARBITRATION SHALL BE THE ADMINISTERED BY THE OFFICE OF THE
AMERICAN ARBITRATION ASSOCIATION ASSIGNED TO ADMINISTER CASES ARISING FROM THE
GREATER LOS ANGELES AREA.
ARBITRATION SHALL BE
15
EXCLUSIVE REMEDY FOR DETERMINING ANY SUCH DISPUTE, REGARDLESS OF ITS NATURE.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY