(B) DAMAGES SUSTAINED BY THE COMPANY BY REASON OF ANY SUCH CLAIMS, INCLUDING
ATTORNEYS' FEES AND COSTS.
6
17.
AUTHORITY.
THE COMPANY REPRESENTS AND
WARRANTS THAT THE UNDERSIGNED HAS THE AUTHORITY TO ACT ON BEHALF OF THE COMPANY
AND TO BIND THE COMPANY AND ALL WHO MAY CLAIM THROUGH IT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
EMPLOYEE REPRESENTS AND WARRANTS THAT HE HAS THE
CAPACITY TO ACT ON HIS OWN BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM THROUGH
HIM TO BIND THEM TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
EACH PARTY
WARRANTS AND REPRESENTS THAT THERE ARE NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS
IN LAW OR EQUITY OR OTHERWISE OF OR AGAINST ANY OF THE CLAIMS OR CAUSES OF
ACTION RELEASED HEREIN.
18.
NO REPRESENTATIONS.
EMPLOYEE REPRESENTS
THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY
READ AND UNDERSTANDS THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
EMPLOYEE HAS NOT RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE
COMPANY THAT ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
19.
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OR ANY PORTION OF ANY PROVISION HEREOF OR ANY SURVIVING AGREEMENT MADE
A PART HEREOF BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION OR
ARBITRATOR TO BE ILLEGAL, UNENFORCEABLE, OR VOID, THIS AGREEMENT SHALL CONTINUE
IN FULL FORCE AND EFFECT WITHOUT SAID PROVISION OR PORTION OF PROVISION.
20.
ATTORNEYS' FEES.
EXCEPT WITH REGARD TO A
LEGAL ACTION CHALLENGING OR SEEKING A DETERMINATION IN GOOD FAITH OF THE
VALIDITY OF THE WAIVER HEREIN UNDER THE ADEA, IN THE EVENT THAT EITHER PARTY
BRINGS AN ACTION TO ENFORCE OR EFFECT ITS RIGHTS UNDER THIS AGREEMENT, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS COSTS AND EXPENSES, INCLUDING
THE COSTS OF MEDIATION, ARBITRATION, LITIGATION, COURT FEES, AND REASONABLE
ATTORNEYS' FEES INCURRED IN CONNECTION WITH SUCH AN ACTION.
21.
ENTIRE AGREEMENT.
THIS AGREEMENT, ALONG
WITH THE CONFIDENTIALITY AGREEMENT, EMPLOYMENT AGREEMENT, THE PLAN AND SAR
AGREEMENT, REPRESENT THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY
AND EMPLOYEE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT AND EMPLOYEE'S
EMPLOYMENT WITH AND SEPARATION FROM THE COMPANY AND THE EVENTS LEADING THERETO
AND ASSOCIATED THEREWITH, AND SUPERSEDES AND REPLACES ANY AND ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT
AND EMPLOYEE'S RELATIONSHIP WITH THE COMPANY.
22.
NO ORAL MODIFICATION.
THIS AGREEMENT MAY
ONLY BE AMENDED IN A WRITING SIGNED BY EMPLOYEE AND THE COMPANY'S CHIEF
EXECUTIVE OFFICER.
23.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD FOR
CHOICE-OF-LAW PROVISIONS. EMPLOYEE CONSENTS TO PERSONAL AND EXCLUSIVE
JURISDICTION AND VENUE IN THE STATE OF CALIFORNIA.
24.
EFFECTIVE DATE.
EACH PARTY HAS SEVEN
(7) DAYS AFTER THAT PARTY SIGNS THIS AGREEMENT TO REVOKE IT.
THIS AGREEMENT
WILL BECOME EFFECTIVE ON THE EIGHTH (8TH) DAY AFTER EMPLOYEE SIGNED THIS
AGREEMENT, SO LONG AS IT HAS BEEN SIGNED BY THE PARTIES AND HAS NOT BEEN REVOKED