OVERNIGHT DELIVERY
5
SERVICE OR BY FACSIMILE TRANSMISSION WILL ALSO CONSTITUTE NOTICE UNDER THIS
SECTION 9, EFFECTIVE UPON RECEIPT THEREOF.
10.
CHOICE OF LAW.
THIS AGREEMENT WILL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISION THEREOF.
11.
INTEGRATION.
THIS AGREEMENT AND THE
CONFIDENTIAL INFORMATION AGREEMENTS CONTAIN THE COMPLETE, FINAL AND EXCLUSIVE
AGREEMENT OF THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND
THE CONFIDENTIAL INFORMATION AGREEMENTS, RESPECTIVELY, AND SUPERSEDE ALL PRIOR
ORAL AND WRITTEN EMPLOYMENT AGREEMENTS OR ARRANGEMENTS BETWEEN THE PARTIES,
INCLUDING, WITHOUT LIMITATION, THE EXISTING EMPLOYMENT AGREEMENT EXCEPT WITH
RESPECT TO THE OBLIGATIONS RELATING TO THE CONFIDENTIAL INFORMATION AGREEMENTS.
12.
AMENDMENT.
THIS AGREEMENT MAY NOT BE
AMENDED OR MODIFIED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EXECUTIVE AND THE
COMPANY.
13.
WAIVER.
NO TERM, COVENANT OR CONDITION OF
THIS AGREEMENT OR ANY BREACH THEREOF WILL BE DEEMED WAIVED, EXCEPT WITH THE
WRITTEN CONSENT OF THE PARTY AGAINST WHOM THE WAVIER IN CLAIMED, AND ANY WAIVER
OR ANY SUCH TERM, COVENANT, CONDITION OR BREACH WILL NOT BE DEEMED TO BE A
WAIVER OF ANY PRECEDING OR SUCCEEDING BREACH OF THE SAME OR ANY OTHER TERM,
COVENANT, CONDITION OR BREACH.
14.
SEVERABILITY.
THE FINDING BY A COURT OF
COMPETENT JURISDICTION OF THE UNENFORCEABILITY, INVALIDITY OR ILLEGALITY OF ANY
PROVISION OF THIS AGREEMENT WILL NOT RENDER ANY OTHER PROVISION OF THIS
AGREEMENT UNENFORCEABLE, INVALID OR ILLEGAL.
SUCH COURT WILL HAVE THE AUTHORITY
TO MODIFY OR REPLACE THE INVALID OR UNENFORCEABLE TERM OR PROVISION WITH A VALID
AND ENFORCEABLE TERM OR PROVISION WHICH MOST ACCURATELY REPRESENTS THE PARTIES'
INTENTION WITH RESPECT TO THE INVALID OR UNENFORCEABLE TERM OR PROVISION.
15.
INTERPRETATION; CONSTRUCTION.
THE HEADINGS
SET FORTH IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND WILL NOT
BE USED IN INTERPRETING THIS AGREEMENT.
EXECUTIVE HAS BEEN ENCOURAGED, AND HAS
CONSULTED WITH, HIS OWN INDEPENDENT COUNSEL AND TAX ADVISORS WITH RESPECT TO THE
TERMS OF THIS AGREEMENT.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS
COUNSEL HAS REVIEWED AND REVISED, OR HAD AN OPPORTUNITY TO REVIEW AND REVISE,
THIS AGREEMENT, AND THE NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT ANY
AMBIGUITIES ARE TO BE RESOLVED AGAINST THE PARTY PRIMARILY RESPONSIBLE FOR
DRAFTING THIS AGREEMENT WILL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS
AGREEMENT.
16.
REPRESENTATIONS AND WARRANTIES.
EXECUTIVE
REPRESENTS AND WARRANTS THAT, TO THE BEST OF EXECUTIVE'S KNOWLEDGE, HE IS NOT
RESTRICTED OR PROHIBITED, CONTRACTUALLY OR OTHERWISE, FROM ENTERING INTO AND
PERFORMING EACH OF THE TERMS AND COVENANTS CONTAINED IN THIS AGREEMENT, AND THAT
HIS EXECUTION AND PERFORMANCE OF THIS AGREEMENT WILL NOT VIOLATE OR BREACH ANY
OTHER AGREEMENTS BETWEEN EXECUTIVE AND ANY OTHER PERSON OR ENTITY.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
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18.
ARBITRATION.
IF ANY DISPUTE ARISES
REGARDING THE APPLICATION, INTERPRETATION, OR ENFORCEMENT OF THIS AGREEMENT,
INCLUDING