INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT,
THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, ET
SEQ;
(III)
ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING
TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
11.
MISCELLANEOUS PROVISIONS.
(A)
NO DUTY TO MITIGATE. THE EMPLOYEE SHALL NOT BE REQUIRED TO
MITIGATE THE AMOUNT OF ANY PAYMENT CONTEMPLATED BY THIS AGREEMENT, NOR SHALL ANY
SUCH PAYMENT BE REDUCED BY ANY EARNINGS THAT THE EMPLOYEE MAY RECEIVE FROM ANY
OTHER SOURCE.
(B)
WAIVER. NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED, WAIVED OR
DISCHARGED UNLESS THE MODIFICATION, WAIVER OR DISCHARGE IS AGREED TO IN WRITING
AND SIGNED BY THE EMPLOYEE AND BY AN AUTHORIZED OFFICER OF THE COMPANY (OTHER
THAN THE EMPLOYEE). NO WAIVER BY EITHER PARTY OF ANY BREACH OF, OR OF COMPLIANCE
WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT BY THE OTHER PARTY SHALL BE
CONSIDERED A WAIVER OF ANY OTHER CONDITION OR PROVISION OR OF THE SAME CONDITION
OR PROVISION AT ANOTHER TIME.
(C)
INTEGRATION. THIS AGREEMENT AND ANY OUTSTANDING STOCK OPTION
AGREEMENTS AND RESTRICTED STOCK PURCHASE AGREEMENTS REFERENCED HEREIN REPRESENT
THE ENTIRE
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AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREIN
AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, WHETHER WRITTEN OR ORAL,
WITH RESPECT TO THIS AGREEMENT AND ANY STOCK OPTION AGREEMENT OR RESTRICTED
STOCK PURCHASE AGREEMENT.
(D)
CHOICE OF LAW. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL SUBSTANTIVE
LAWS, BUT NOT THE CONFLICTS OF LAW RULES, OF THE STATE OF CALIFORNIA.
(E)
SEVERABILITY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
OR PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF ANY OTHER PROVISION HEREOF, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
(F)
EMPLOYMENT TAXES. ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT
SHALL BE SUBJECT TO WITHHOLDING OF APPLICABLE INCOME AND EMPLOYMENT TAXES.
(G)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER WILL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by its duly authorized officer, as of the day and year first
above written.
COMPANY:
UTSTARCOM, INC.
By:
/s/ Mark Green
Title:
SVP, Global Human Resources and Real Estate
/s/ Francis P. Barton
Signature
Francis P. Barton
Printed Name
SIGNATURE PAGE TO AMENDED AND RESTATED CHANGE OF
CONTROL/INVOLUNTARY TERMINATION SEVERANCE AGREEMENT
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