TO BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
(D)
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE, THE COMPANY, THE EMPLOYER AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS; PROVIDED THAT THE RIGHTS AND OBLIGATIONS OF EXECUTIVE UNDER THIS
AGREEMENT SHALL NOT BE ASSIGNABLE.
(E)
CHOICE OF LAW.
THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISION OR RULE
8
(WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
DELAWARE.
(F)
REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT (INCLUDING THE
INVESTORS AS THIRD-PARTY BENEFICIARIES) WILL BE ENTITLED TO ENFORCE ITS RIGHTS
UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND COSTS (INCLUDING
ATTORNEY'S FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO
EXERCISE ALL OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF
THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS SOLE DISCRETION
APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION (WITHOUT POSTING
ANY BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN
ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
(G)
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED AND WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, EMPLOYER
AND THE EXECUTIVE.
(H)
INSURANCE.
THE COMPANY OR EMPLOYER, AT ITS DISCRETION, MAY APPLY
FOR AND PROCURE IN ITS OWN NAME AND FOR ITS OWN BENEFIT LIFE AND/OR DISABILITY
INSURANCE ON EXECUTIVE IN ANY AMOUNT OR AMOUNTS CONSIDERED AVAILABLE. EXECUTIVE
AGREES TO COOPERATE IN ANY MEDICAL OR OTHER EXAMINATION, SUPPLY ANY INFORMATION,
AND TO EXECUTE AND DELIVER ANY APPLICATIONS OR OTHER INSTRUMENTS IN WRITING AS
MAY BE REASONABLY NECESSARY TO OBTAIN AND CONSTITUTE SUCH INSURANCE. EXECUTIVE
HEREBY REPRESENTS THAT HE HAS NO REASON TO BELIEVE THAT HIS LIFE IS NOT
INSURABLE AT RATES NOW PREVAILING FOR HEALTHY MEN OF HIS AGE.
(I)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR HOLIDAY IN SAN
JOSE, CA, THE TIME PERIOD SHALL BE AUTOMATICALLY EXTENDED TO THE BUSINESS DAY
IMMEDIATELY FOLLOWING SUCH SATURDAY, SUNDAY OR HOLIDAY.
(J)
INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
EXECUTIVE.
THE COMPANY, EMPLOYER AND THEIR RESPECTIVE SUBSIDIARIES SHALL BE
ENTITLED TO DEDUCT OR WITHHOLD FROM ANY AMOUNTS OWING FROM THE COMPANY OR ANY OF
ITS SUBSIDIARIES TO EXECUTIVE ANY FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING
TAXES, EXCISE TAXES, OR EMPLOYMENT TAXES ("TAXES") IMPOSED WITH RESPECT TO
EXECUTIVE'S COMPENSATION OR OTHER PAYMENTS FROM THE COMPANY OR