TO ANY OTHER COMPANY EXECUTIVE OFFICER OR DIRECTOR AND
SUBJECT TO THE TERMS OF ANY SEPARATE WRITTEN INDEMNIFICATION AGREEMENT.
14.
CONFIDENTIAL INFORMATION.
EXECUTIVE WILL
EXECUTE THE COMPANY'S STANDARD FORM OF EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT APPENDED HERETO AS EXHIBIT A
(THE "CONFIDENTIAL INFORMATION AGREEMENT").
15.
ASSIGNMENT.
THIS AGREEMENT WILL BE BINDING
UPON AND INURE TO THE BENEFIT OF (A) THE HEIRS, EXECUTORS AND LEGAL
REPRESENTATIVES OF EXECUTIVE UPON EXECUTIVE'S DEATH, AND (B) ANY SUCCESSOR OF
THE COMPANY.
ANY SUCH SUCCESSOR OF THE COMPANY WILL BE DEEMED SUBSTITUTED FOR
THE COMPANY UNDER THE TERMS OF THIS AGREEMENT FOR ALL PURPOSES.
FOR THIS
PURPOSE, "SUCCESSOR" MEANS ANY PERSON, FIRM, CORPORATION, OR OTHER BUSINESS
ENTITY WHICH AT ANY TIME, WHETHER BY PURCHASE, MERGER, OR OTHERWISE, DIRECTLY OR
INDIRECTLY ACQUIRES ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF THE
COMPANY.
NONE OF THE RIGHTS OF EXECUTIVE TO RECEIVE ANY FORM OF COMPENSATION
PAYABLE PURSUANT TO THIS AGREEMENT MAY BE ASSIGNED OR TRANSFERRED EXCEPT BY WILL
OR THE LAWS OF DESCENT AND DISTRIBUTION.
ANY OTHER ATTEMPTED ASSIGNMENT,
TRANSFER, CONVEYANCE, OR OTHER DISPOSITION OF EXECUTIVE'S RIGHT TO COMPENSATION
OR OTHER BENEFITS WILL BE NULL AND VOID.
16.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND
OTHER COMMUNICATIONS CALLED FOR HEREUNDER WILL BE IN WRITING AND WILL BE DEEMED
GIVEN (A) ON THE DATE OF DELIVERY IF DELIVERED PERSONALLY; (B) ONE (1) DAY AFTER
BEING SENT OVERNIGHT BY A WELL-ESTABLISHED COMMERCIAL OVERNIGHT SERVICE; OR
(C) FOUR (4) DAYS AFTER BEING MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, PREPAID AND ADDRESSED TO THE PARTIES OR THEIR SUCCESSORS AT
THE FOLLOWING ADDRESSES, OR AT SUCH OTHER ADDRESSES AS THE PARTIES MAY LATER
DESIGNATE IN WRITING:
IF TO THE COMPANY:
ATTN: CHAIRMAN OF THE COMPENSATION COMMITTEE
C/O CORPORATE SECRETARY
1172 CASTRO STREET
MOUNTAIN VIEW, CA
94040
IF TO EXECUTIVE:
AT THE LAST RESIDENTIAL ADDRESS KNOWN BY THE COMPANY.
17.
SEVERABILITY.
IF ANY PROVISION HEREOF
BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL,
UNENFORCEABLE, OR VOID, THIS AGREEMENT WILL CONTINUE IN FULL FORCE AND EFFECT
WITHOUT SAID PROVISION.
18.
ARBITRATION.
(A)
ARBITRATION.
IN CONSIDERATION OF
EXECUTIVE'S SERVICE TO THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT
RELATED DISPUTES AND EXECUTIVE'S RECEIPT OF THE COMPENSATION, PAY RAISES AND
OTHER BENEFITS PAID TO EXECUTIVE BY THE COMPANY, AT PRESENT AND IN THE FUTURE,
EXECUTIVE AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE
(INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR
BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR OTHERWISE) ARISING OUT
OF, RELATING TO, OR RESULTING FROM EXECUTIVE'S SERVICE TO THE COMPANY UNDER THIS
AGREEMENT OR OTHERWISE OR THE TERMINATION OF EXECUTIVE'S SERVICE WITH THE
COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, WILL BE SUBJECT TO BINDING
ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 1280 THROUGH 1294.2, INCLUDING SECTION 1283.05 (THE "RULES")
AND PURSUANT TO CALIFORNIA LAW.
DISPUTES WHICH EXECUTIVE AGREES TO ARBITRATE,
AND THEREBY AGREES TO