EXECUTIVE HAS PREVIOUSLY ENTERED INTO A PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT WITH THE COMPANY, ATTACHED TO THIS AGREEMENT AS EXHIBIT A, WHICH IS
INCORPORATED HEREIN BY REFERENCE.
8.
SUCCESSORS.
(A)
COMPANY'S SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON ANY
SUCCESSOR (WHETHER DIRECT OR INDIRECT AND WHETHER BY PURCHASE, LEASE, MERGER,
CONSOLIDATION, LIQUIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S BUSINESS AND/OR ASSETS.
FOR ALL PURPOSES UNDER THIS AGREEMENT, THE
TERM "COMPANY" SHALL INCLUDE ANY SUCCESSOR TO THE 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