ENTITY IS NOT ENGAGED PRIMARILY IN MANAGING REAL ESTATE INVESTMENT
TRUSTS OR ORIGINATING AND/OR SELLING MORTGAGES, AND EXECUTIVE MAY OWN SECURITIES
IN ANY PUBLICLY HELD CORPORATION, BUT ONLY TO THE EXTENT EXECUTIVE DOES NOT OWN
OF RECORD OR BENEFICIALLY MORE THAN 1 PERCENT OF THE OUTSTANDING BENEFICIAL
OWNERSHIP OF SUCH CORPORATION.
10.
CONFIDENTIALITY AGREEMENT AND RETURN OF
COMPANY PROPERTY.
EXECUTIVE AGREES TO ABIDE BY COMPANY'S CONFIDENTIALITY
AGREEMENT THAT EXECUTIVE READ AND SIGNED IN CONNECTION WITH EXECUTIVE'S
EMPLOYMENT BY COMPANY, WHICH IS INCORPORATED HEREIN BY REFERENCE.
EXECUTIVE
FURTHER AGREES THAT UPON TERMINATION OR EXPIRATION OF EXECUTIVE'S EMPLOYMENT,
EXECUTIVE WILL RETURN ALL COMPANY PROPERTY, INCLUDING ALL CONFIDENTIAL AND
PROPRIETARY INFORMATION AS DESCRIBED IN THE CONFIDENTIALITY AGREEMENT, ALL
MATERIALS AND DOCUMENTS CONTAINING TRADE SECRETS AND COPYRIGHTED MATERIALS, ALL
CORRESPONDENCE, MANAGEMENT STUDIES AND ANY OTHER MATERIALS OR DATA RELATING TO
OR CONNECTED WITH EXECUTIVE'S EMPLOYMENT, INCLUDING ALL COPIES AND EXCERPTS OF
THE SAME.
11.
INDEMNIFICATION.
COMPANY AGREES TO DEFEND
AND INDEMNIFY EXECUTIVE TO THE FULLEST EXTENT PROVIDED BY CALIFORNIA LABOR CODE
SECTION 2802 AND/OR COMPANY'S DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
POLICY.
12.
INJUNCTIVE RELIEF.
EXECUTIVE ACKNOWLEDGES
THAT EXECUTIVE'S BREACH OF THE COVENANTS CONTAINED IN PARAGRAPHS 9-10
(COLLECTIVELY "COVENANTS") WOULD CAUSE IRREPARABLE INJURY TO COMPANY AND AGREES
THAT IN THE EVENT OF ANY SUCH BREACH, COMPANY SHALL BE ENTITLED TO SEEK
TEMPORARY, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF WITHOUT THE NECESSITY OF
PROVING ACTUAL DAMAGES OR POSTING ANY BOND OR OTHER SECURITY.
5
13.
AGREEMENT TO ARBITRATE.
TO THE FULLEST
EXTENT PERMITTED BY LAW, EXECUTIVE AND COMPANY AGREE TO ARBITRATE ANY
CONTROVERSY, CLAIM OR DISPUTE BETWEEN THEM ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT, THE EMPLOYMENT RELATIONSHIP BETWEEN COMPANY AND EXECUTIVE AND
ANY DISPUTES UPON TERMINATION OF EMPLOYMENT, INCLUDING BUT NOT LIMITED TO BREACH
OF CONTRACT, TORT, DISCRIMINATION, HARASSMENT, WRONGFUL TERMINATION, DEMOTION,
DISCIPLINE, FAILURE TO ACCOMMODATE, FAMILY AND MEDICAL LEAVE, COMPENSATION OR
BENEFITS CLAIMS, CONSTITUTIONAL CLAIMS; AND ANY CLAIMS FOR VIOLATION OF ANY
LOCAL, STATE OR FEDERAL LAW, STATUTE, REGULATION OR ORDINANCE OR COMMON LAW.
BY
EXECUTING THIS AGREEMENT, EXECUTIVE AND COMPANY ARE BOTH WAIVING THE RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY SUCH DISPUTES.
FOR THE PURPOSE OF THIS AGREEMENT
TO ARBITRATE, REFERENCES TO "COMPANY" INCLUDE ALL PARENT, SUBSIDIARY OR RELATED
ENTITIES AND THEIR EMPLOYEES, SUPERVISORS, OFFICERS, DIRECTORS, AGENTS, PENSION
OR BENEFIT PLANS, PENSION OR BENEFIT PLAN SPONSORS, FIDUCIARIES, ADMINISTRATORS,
AFFILIATES AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THEM, AND THIS AGREEMENT
SHALL APPLY TO THEM TO THE EXTENT EXECUTIVE'S CLAIMS ARISE OUT OF OR RELATE TO
THEIR ACTIONS ON BEHALF OF COMPANY.
13.1
CONSIDERATION.
THE MUTUAL PROMISE BY COMPANY AND
EXECUTIVE TO ARBITRATE ANY AND ALL DISPUTES BETWEEN THEM RATHER THAN LITIGATE
THEM BEFORE THE COURTS OR OTHER BODIES, PROVIDES THE CONSIDERATION FOR THIS
AGREEMENT TO ARBITRATE.
13.2
INITIATION OF ARBITRATION.
EITHER PARTY MAY
EXERCISE THE RIGHT TO ARBITRATE BY PROVIDING THE OTHER PARTY WITH WRITTEN NOTICE
OF ANY AND ALL CLAIMS FORMING THE BASIS OF SUCH RIGHT IN SUFFICIENT DETAIL TO
INFORM THE OTHER PARTY