COMPANY'S BUSINESS AND/OR ASSETS WHICH BECOMES BOUND BY THIS AGREEMENT.
(B)
EXECUTIVE'S SUCCESSORS.
THIS AGREEMENT AND
ALL RIGHTS OF THE EXECUTIVE HEREUNDER SHALL INURE TO THE BENEFIT OF, AND BE
ENFORCEABLE BY, THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
9.
MISCELLANEOUS PROVISIONS.
(A)
NOTICE.
NOTICES AND ALL OTHER
COMMUNICATIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED OR WHEN MAILED BY
OVERNIGHT COURIER, U.S. REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND POSTAGE PREPAID.
IN THE CASE OF THE EXECUTIVE, MAILED NOTICES SHALL BE
ADDRESSED TO HIM AT THE HOME ADDRESS WHICH HE MOST RECENTLY COMMUNICATED TO THE
COMPANY IN WRITING.
IN THE CASE OF THE COMPANY, MAILED NOTICES SHALL BE
ADDRESSED TO ITS CORPORATE HEADQUARTERS, AND ALL NOTICES SHALL BE DIRECTED TO
THE ATTENTION OF ITS SECRETARY.
(B)
MODIFICATIONS AND WAIVERS.
NO PROVISION OF
THIS AGREEMENT SHALL BE MODIFIED, WAIVED OR DISCHARGED UNLESS THE MODIFICATION,
WAIVER OR DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY THE EXECUTIVE AND BY
AN AUTHORIZED OFFICER OF THE COMPANY (OTHER THAN THE EXECUTIVE).
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)
WHOLE AGREEMENT.
NO OTHER AGREEMENTS,
REPRESENTATIONS OR UNDERSTANDINGS (WHETHER ORAL OR WRITTEN) WHICH ARE NOT
EXPRESSLY SET FORTH IN THIS AGREEMENT HAVE BEEN MADE OR ENTERED INTO BY EITHER
PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
THIS AGREEMENT AND
THE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(D)
WITHHOLDING TAXES.
ALL PAYMENTS MADE UNDER
THIS AGREEMENT SHALL BE SUBJECT TO REDUCTION TO REFLECT TAXES OR OTHER CHARGES
REQUIRED TO BE WITHHELD BY LAW.
(E)
CHOICE OF LAW.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA (EXCEPT PROVISIONS GOVERNING THE CHOICE
OF LAW).
(F)
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.
(G)
ARBITRATION.
EACH PARTY AGREES THAT ANY AND
ALL DISPUTES WHICH ARISE OUT OF OR RELATE TO THE EXECUTIVE'S EMPLOYMENT, THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT, OR THE TERMS OF THIS AGREEMENT SHALL
BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION.
SUCH ARBITRATION SHALL BE IN
LIEU OF ANY TRIAL BEFORE A JUDGE AND/OR JURY, AND THE EXECUTIVE AND COMPANY
EXPRESSLY WAIVE ALL RIGHTS TO
HAVE SUCH DISPUTES RESOLVED VIA TRIAL BEFORE A JUDGE AND/OR JURY.
SUCH DISPUTES
SHALL INCLUDE, WITHOUT LIMITATION, CLAIMS FOR BREACH OF CONTRACT OR OF THE
COVENANT OF GOOD FAITH AND FAIR DEALING, CLAIMS OF DISCRIMINATION, CLAIMS UNDER
ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION NOW