RELIEF.
THE PARTIES HERETO AGREE
THAT ANY BREACH OR THREATENED BREACH OF SECTION 4 OF THIS AGREEMENT OR THE
PROPRIETARY RIGHTS AND INVENTIONS AGREEMENT WILL CAUSE SUBSTANTIAL AND
IRREPARABLE DAMAGE TO EMPLOYER IN AN AMOUNT AND OF A CHARACTER DIFFICULT TO
ASCERTAIN.
ACCORDINGLY, TO PREVENT ANY SUCH BREACH OR THREATENED BREACH, AND IN
ADDITION TO ANY OTHER RELIEF TO WHICH EMPLOYER MAY OTHERWISE BE ENTITLED,
EMPLOYER WILL BE ENTITLED TO IMMEDIATE TEMPORARY, PRELIMINARY AND PERMANENT
INJUNCTIVE RELIEF THROUGH APPROPRIATE LEGAL PROCEEDINGS IN ANY ARBITRATION,
WITHOUT PROOF OF ACTUAL DAMAGES THAT HAVE BEEN INCURRED OR MAY BE INCURRED BY
EMPLOYER WITH RESPECT TO SUCH BREACH OR THREATENED BREACH.
EXECUTIVE EXPRESSLY
AGREES THAT EMPLOYER WILL NOT BE REQUIRED TO POST ANY BOND OR OTHER SECURITY AS
A CONDITION TO OBTAINING ANY INJUNCTIVE RELIEF PURSUANT TO THIS SECTION 10, AND
EXECUTIVE EXPRESSLY WAIVES ANY RIGHT TO THE CONTRARY.
EXECUTIVE AGREES THAT
THIS SECTION 10 IS WITHOUT PREJUDICE TO THE RIGHTS OF THE PARTIES TO COMPEL
ARBITRATION PURSUANT TO SECTION 9.
11.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
EXHIBITS ATTACHED HERETO CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES RELATING TO
THE SUBJECT MATTER HEREOF, AND THE PARTIES HERETO HAVE MADE NO AGREEMENTS,
REPRESENTATIONS OR WARRANTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT
THAT ARE NOT SET FORTH OTHERWISE HEREIN OR THE EXHIBITS ATTACHED HERETO.
THIS
AGREEMENT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH
EMPLOYER RELATING TO EXECUTIVES EMPLOYMENT WITH EMPLOYER AND ANY OTHER SUBJECT
MATTER OF THIS AGREEMENT.
ANY SUCH PRIOR AGREEMENTS ARE HEREBY TERMINATED AND
OF NO FURTHER EFFECT AND EXECUTIVE, BY THE EXECUTION HEREOF, AGREES THAT ANY
COMPENSATION PROVIDED FOR UNDER ANY SUCH PRIOR AGREEMENT IS SPECIFICALLY
SUPERSEDED AND REPLACED BY THE PROVISION OF THIS AGREEMENT; SUBJECT TO THE
FOLLOWING: (I) ANY AND ALL COMPENSATION PREVIOUSLY DEFERRED UNDER ANY
PRE-EXISTING DEFERRED COMPENSATION PLAN SHALL IMMEDIATELY BE PAID TO EXECUTIVE
WITHOUT CONDITION OR LIMITATION; AND (II) THIS AGREEMENT IS NOT INTENDED TO
SUPERCEDE, CANCEL OR REPLACE ANY STOCK OPTION OR DIVIDEND EQUIVALENT RIGHT
PAYMENTS THAT EXECUTIVE MAY HAVE OR OTHERWISE BE ENTITLED TO RECEIVE.
THE
PARTIES HERETO AGREE THAT IN NO EVENT SHALL AN ORAL MODIFICATION OF THIS
AGREEMENT BE ENFORCEABLE OR VALID.
9
12.
GOVERNING LAW.
THIS AGREEMENT IS AND SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,
REGARDLESS OF ANY LAWS ON CHOICE OF LAW OR CONFLICTS OF LAW OF ANY JURISDICTION.
13.
NOTICE.
ALL NOTICES HEREUNDER MUST BE IN
WRITING AND SHALL BE SUFFICIENTLY GIVEN FOR ALL PURPOSES HEREUNDER IF PROPERLY
ADDRESSED AND DELIVERED PERSONALLY BY DOCUMENTED OVERNIGHT DELIVERY SERVICE, BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OR BY FACSIMILE OR OTHER
ELECTRONIC TRANSMISSION SERVICE AT THE ADDRESS OR FACSIMILE NUMBER, AS THE CASE
MAY BE, SET FORTH BELOW.
ANY NOTICE GIVEN PERSONALLY OR BY DOCUMENTED OVERNIGHT
DELIVERY SERVICE IS EFFECTIVE UPON RECEIPT.
ANY NOTICE GIVEN BY REGISTERED MAIL
IS EFFECTIVE UPON RECEIPT, TO THE EXTENT SUCH RECEIPT IS CONFIRMED BY RETURN
RECEIPT.
ANY NOTICE GIVEN BY