COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT AS THE COMPANY WOULD BE
REQUIRED TO PERFORM SUCH OBLIGATIONS IN THE ABSENCE OF A SUCCESSION.
FOR ALL
PURPOSES UNDER THIS AGREEMENT, THE TERM "COMPANY" SHALL INCLUDE ANY SUCCESSOR TO
THE COMPANY'S BUSINESS AND/OR ASSETS, WHETHER OR NOT SUCH SUCCESSOR EXECUTES AND
DELIVERS AN ASSUMPTION AGREEMENT REFERRED TO IN THE PRECEDING SENTENCE OR
BECOMES BOUND BY THE TERMS OF THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE.
8.8
ATTORNEY FEES.
IF EITHER PARTY HERETO BRINGS ANY ACTION TO ENFORCE
SUCH PARTY'S RIGHTS HEREUNDER, THE PREVAILING PARTY IN ANY SUCH ACTION SHALL BE
ENTITLED TO RECOVER SUCH PARTY'S REASONABLE ATTORNEYS' FEES AND COSTS INCURRED
IN CONNECTION WITH SUCH ACTION.
8.9
ARBITRATION.
IN ORDER TO ENSURE RAPID AND ECONOMICAL RESOLUTION OF
ANY DISPUTE WHICH MAY ARISE UNDER THIS AGREEMENT, EXECUTIVE AND THE COMPANY
AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES, ARISING FROM OR REGARDING THE
INTERPRETATION, PERFORMANCE, ENFORCEMENT OR TERMINATION OF THIS AGREEMENT SHALL
SUBMITTED TO JAMS FOR NON-BINDING MEDIATION.
IF COMPLETE AGREEMENT CANNOT BE
REACHED WITHIN 60 DAYS AFTER THE DATE OF SUBMISSION TO MEDIATION, ANY REMAINING
ISSUES WILL BE SUBMITTED TO JAMS TO BE RESOLVED BY FINAL AND BINDING ARBITRATION
UNDER THE JAMS ARBITRATION RULES AND PROCEDURES FOR EMPLOYMENT DISPUTES.
THE
REFERENCE TO JAMS SHALL REFER TO ANY SUCCESSOR TO JAMS, IF APPLICABLE.
BY
ENTERING INTO THIS AGREEMENT, THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT THEY
ARE WAIVING THEIR RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.
8.10
CHOICE OF LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF
CALIFORNIA.
8.11
CONSTRUCTION OF AGREEMENT.
IN THE EVENT OF A CONFLICT BETWEEN THE
TEXT OF THE AGREEMENT AND ANY SUMMARY, DESCRIPTION OR OTHER INFORMATION
REGARDING THE AGREEMENT, THE TEXT OF THE AGREEMENT SHALL CONTROL.
12
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT EFFECTIVE ON THE
DAY AND YEAR WRITTEN ABOVE.
Agilent Technologies, Inc.,
a Delaware corporation
EXECUTIVE
By:
Signature
Name:
Name:
Title:
Title:
Exhibit A: Employee General Release
13
CONFIDENTIAL
Exhibit A
GENERAL RELEASE AND AGREEMENT
This General Release and Agreement (the "Agreement") is made and entered into by
("Executive").
The Agreement is part of an agreement between Executive and
Agilent Technologies, Inc. ("Agilent') to terminate Executive's employment with
Agilent on terms that are satisfactory both to Agilent and to Executive.
Therefore, Executive agrees as follows:
1.
Executive agrees to attend a Functional Exit Interview on
, 20
at which time all company property and
identification will be turned in and the appropriate personnel documents will be
executed.
Thereafter, Executive agrees to do such other acts as may be
reasonably requested by Agilent in order to effectuate the terms of this
agreement.
Executive agrees to remove all personal effects from his current
office within seven days of signing this agreement and in any event not later
than
, 20
.
2.
Executive agrees not to make any