WITH THE SECURITIES AND EXCHANGE
COMMISSION.
18.
CALIFORNIA LAW APPLIES.
THIS AGREEMENT, IN ALL RESPECTS, SHALL BE
INTERPRETED, ENFORCED, AND GOVERNED BY AND UNDER THE LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS.
19.
ARBITRATION.
ANY DISPUTE OR CONTROVERSY BETWEEN EXECUTIVE, ON THE
ONE HAND, AND COMPANY, ON THE OTHER HAND, IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, OR OTHERWISE IN
ANY WAY ARISING OUT OF RELATED TO, OR CONNECTED WITH EXECUTIVE'S EMPLOYMENT WITH
COMPANY OR THE TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH COMPANY, SHALL BE
RESOLVED THROUGH FINAL AND BINDING ARBITRATION IN LOS ANGELES COUNTY,
CALIFORNIA, PURSUANT TO CALIFORNIA CIVIL PROCEDURE CODE §§ 1282 - 1284.2.
IN
THE EVENT OF SUCH ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, EACH PARTY
SHALL PAY ITS OWN ATTORNEYS' FEES AND COSTS AND COMPANY SHALL PAY THE
ARBITRATOR'S FEES, AND ANY AND ALL OTHER ADMINISTRATIVE COSTS OF THE
ARBITRATION.
NOTWITHSTANDING ANY PROVISION IN THIS SECTION 19, NEITHER PARTY
SHALL BE PROHIBITED FROM SEEKING INJUNCTIVE RELIEF AS NECESSARY TO MAINTAIN THE
STATUS QUO PENDING AN ARBITRATION PROCEEDING REGARDING THE BREACH OR THREATENED
BREACH OF THIS AGREEMENT OR ANY OTHER CONFIDENTIALITY OBLIGATIONS OWED TO THE
OTHER PARTY.
20.
SUCCESSORS AND ASSIGNS.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY
EXECUTIVE THAT THIS AGREEMENT AND ALL OF ITS TERMS SHALL BE BINDING UPON
EXECUTIVE AND THE COMPANY'S RESPECTIVE REPRESENTATIVES, HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, AND ASSIGNS.
21.
ATTORNEYS' FEES.
IN THE EVENT THAT EITHER PARTY ASSERTS A CLAIM
FOR BREACH OF THIS AGREEMENT OR SEEKS TO ENFORCE ITS TERMS, THE PREVAILING PARTY
IN ANY SUCH PROCEEDING SHALL BE ENTITLED TO RECOVER COSTS AND REASONABLE
ATTORNEYS' FEES.
22.
HEADINGS.
THE HEADINGS IN EACH SECTION HEREIN ARE FOR CONVENIENCE
OF REFERENCE ONLY AND SHALL BE OF NO LEGAL EFFECT IN THE INTERPRETATION OF THE
TERMS HEREOF.
23.
INTEGRATION.
THIS AGREEMENT CONSTITUTES A SINGLE, INTEGRATED,
WRITTEN CONTRACT, EXPRESSING THE ENTIRE AGREEMENT BETWEEN THE PARTIES.
IN THIS
REGARD, EXECUTIVE REPRESENTS AND WARRANTS THAT HE IS NOT RELYING ON ANY PROMISES
OR REPRESENTATIONS THAT DO NOT APPEAR WRITTEN HEREIN.
EXECUTIVE FURTHER
UNDERSTANDS AND AGREES THAT THIS AGREEMENT CAN BE AMENDED OR MODIFIED ONLY BY A
WRITTEN AGREEMENT, SIGNED BY THE PARTIES HERETO.
7
24.
VOLUNTARY AGREEMENT.
EXECUTIVE UNDERSTANDS AND AGREES THAT HE MAY
BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT.
EXECUTIVE
REPRESENTS THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL OF HIS CHOICE REGARDING
THIS AGREEMENT, AND REPRESENTS THAT HE HAS ENTERED INTO THIS AGREEMENT
VOLUNTARILY, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS
TERMS.
25.
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT THAT IS
HELD BY A COURT OF COMPETENT JURISDICTION OR OTHER AUTHORITY TO BE INVALID,
VOID, OR UNENFORCEABLE IN ANY SITUATION IN ANY JURISDICTION SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS HEREOF OR THE
VALIDITY OR ENFORCEABILITY OF THE INVALID, VOID, OR UNENFORCEABLE TERM OR
PROVISION IN ANY OTHER SITUATION OR IN ANY