you:
at your last residential address known by the Company.
(b)
Notice of Termination. Any termination by the Company for Cause or
by you for Good Reason must be communicated by a notice of termination to the
other party.
The notice will indicate the specific termination provision in
this Agreement relied upon, will set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated, and will specify the date of your employment termination (which will
not be more than 30 days after the giving of such notice).
Any failure on your
part to include in the notice any fact or circumstance that contributes to a
showing of Good Reason will not waive any of your rights under this Agreement or
prevent you from asserting that fact or circumstance in enforcing this
Agreement.
11.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF BECOMES OR
IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE OR
VOID, THIS AGREEMENT WILL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID
PROVISION.
12.
ENTIRE AGREEMENT.
THIS AGREEMENT, YOUR CHANGE OF CONTROL
SEVERANCE AGREEMENT AND THE AGREEMENTS EVIDENCING ANY COMPANY STOCK OPTIONS AND
OTHER EQUITY COMPENSATION AWARDS (IF ANY) GRANTED TO YOU REPRESENT THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY AND YOU CONCERNING YOUR
SEVERANCE ARRANGEMENTS WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND
SUPERSEDES AND REPLACES ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
CONCERNING YOUR SEVERANCE ARRANGEMENTS WITH THE COMPANY.
13.
ARBITRATION.
(A)
GENERAL.
IN CONSIDERATION OF YOUR SERVICE TO THE COMPANY, ITS
PROMISE TO ARBITRATE ALL EMPLOYMENT RELATED DISPUTES AND YOUR RECEIPT OF THE
COMPENSATION, PAY RAISES AND OTHER BENEFITS PAID TO YOU BY THE COMPANY, AT
PRESENT AND IN THE FUTURE, YOU AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR
DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR
OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM YOUR SERVICE TO THE
COMPANY UNDER THIS AGREEMENT OR OTHERWISE OR THE TERMINATION OF YOUR SERVICE
WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO
BINDING ARBITRATION UNDER THE ARBITRATION RULES SET FORTH UNDER THE RULES AND
REGULATIONS OF THE AMERICAN ARBITRATION ASSOCIATION (THE "RULES") AND PURSUANT
TO COLORADO LAW.
DISPUTES WHICH YOU AGREE TO ARBITRATE, AND THEREBY AGREE TO
WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR
FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, THE
AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT
ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE COLORADO FAIR
EMPLOYMENT AND HOUSING ACT, THE COLORADO LABOR CODE, CLAIMS OF HARASSMENT,
DISCRIMINATION OR WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS.
YOU FURTHER
UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT
THE COMPANY MAY HAVE WITH YOU.
(B)
PROCEDURE.
YOU AGREE THAT