BY YOU, REIMBURSING, ALL FEES, COSTS AND
EXPENSES INCURRED BY YOU RELATED TO SUCH ARBITRATION.
IF YOU DO NOT ELECT
ARBITRATION, YOU MAY PURSUE ALL AVAILABLE LEGAL REMEDIES.
THE COMPANY AND THE
SUBSIDIARY WILL BE JOINTLY AND SEVERALLY RESPONSIBLE FOR PAYING, OR IF ELECTED
BY YOU, REIMBURSING YOU FOR, ALL FEES, COSTS AND EXPENSES INCURRED BY YOU IN
CONNECTION WITH ANY ACTUAL, THREATENED OR CONTEMPLATED LITIGATION RELATING TO
THIS AGREEMENT TO WHICH YOU ARE OR REASONABLY EXPECT TO BECOME A PARTY, WHETHER
OR NOT INITIATED BY YOU, IF BUT ONLY IF YOU ARE SUCCESSFUL IN RECOVERING ANY
BENEFIT UNDER THIS AGREEMENT AS A RESULT OF SUCH LEGAL ACTION.
THE PARTIES
AGREE THAT ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT
MUST BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF MINNESOTA,
AND BOTH PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SAID COURTS FOR
THIS PURPOSE AND AGREE NOT TO ASSERT THAT SUCH COURTS ARE AN INCONVENIENT
FORUM.
NEITHER THE PARENT COMPANY NOR THE SUBSIDIARY WILL ASSERT IN ANY DISPUTE
OR CONTROVERSY WITH YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT YOUR
FAILURE TO EXHAUST ADMINISTRATIVE REMEDIES.
8.
RELATED AGREEMENTS.
TO THE EXTENT THAT ANY PROVISION OF ANY
OTHER BENEFIT PLAN OR AGREEMENT BETWEEN THE PARENT COMPANY AND YOU OR THE
SUBSIDIARY AND YOU LIMITS, QUALIFIES OR IS INCONSISTENT WITH ANY PROVISION OF
THIS AGREEMENT, THE PROVISION OF THIS AGREEMENT WILL CONTROL. NOTHING IN THIS
AGREEMENT PREVENTS OR LIMITS YOUR CONTINUING OR FUTURE PARTICIPATION IN, AND
RIGHTS UNDER, ANY BENEFIT PLAN PROVIDED BY THE PARENT COMPANY OR THE SUBSIDIARY
AND FOR WHICH YOU MAY QUALIFY.
AMOUNTS WHICH ARE VESTED
4
BENEFITS OR TO WHICH YOU ARE OTHERWISE ENTITLED UNDER ANY BENEFIT PLAN OR OTHER
AGREEMENT WITH THE PARENT COMPANY OR THE SUBSIDIARY AT OR SUBSEQUENT TO THE DATE
OF TERMINATION WILL BE PAYABLE IN ACCORDANCE WITH THE TERMS THEREOF.
FURTHERMORE, NOTHING IN THIS AGREEMENT WILL PREVENT THE PARENT COMPANY, THE
SUBSIDIARY OR THE SUCCESSOR TO THE PARENT COMPANY OR THE SUBSIDIARY FROM SEEKING
ENFORCEMENT OF AND DAMAGES ARISING UNDER ANY CONFIDENTIALITY, INVENTION
ASSIGNMENT OR NON-COMPETITION PROVISION OR BREACH THEREOF CONTAINED IN ANY OTHER
AGREEMENT WITH THE PARENT COMPANY OR THE SUBSIDIARY OR ANY SUCCESSOR TO THE
PARENT COMPANY OR THE SUBSIDIARY.
9.
NO EMPLOYMENT OR SERVICE CONTRACT.
NOTHING IN THIS AGREEMENT IS
INTENDED TO PROVIDE YOU WITH ANY RIGHT TO CONTINUE TO PROVIDE SERVICES TO THE
SUBSIDIARY IN ANY CAPACITY FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH
OR OTHERWISE RESTRICT IN ANY WAY YOUR RIGHTS OR THE RIGHTS OF THE SUBSIDIARY,
WHICH RIGHTS ARE HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE YOUR SERVICES
AT ANY TIME FOR ANY REASON OR NO REASON WHATSOEVER, WITH OR WITHOUT CAUSE.
10.
SURVIVAL.
THE RESPECTIVE OBLIGATIONS OF, AND BENEFITS AFFORDED
TO, THE PARENT COMPANY, THE SUBSIDIARY AND YOU WHICH BY THEIR EXPRESS TERMS OR
CLEAR INTENT SURVIVE TERMINATION OF YOUR EMPLOYMENT WITH THE SUBSIDIARY OR
TERMINATION OF THIS AGREEMENT, AS THE CASE MAY BE, WILL