OR RELATING TO THIS AGREEMENT (OR THE BREACH THEREOF), OR, THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR TERMINATION THEREOF, OTHER THAN THOSE
DISPUTES RELATING TO EXECUTIVE'S
18
ALLEGED VIOLATIONS OF SECTIONS 9, 10, 11 AND 12 OF THIS AGREEMENT, SHALL BE
REFERRED FOR BINDING ARBITRATION IN DES MOINES, IOWA TO A NEUTRAL ARBITRATOR
SELECTED BY THE EXECUTIVE AND THE COMPANY AND THIS SHALL BE THE EXCLUSIVE AND
SOLE MEANS FOR RESOLVING SUCH DISPUTE.
SUCH ARBITRATION SHALL BE CONDUCTED IN
ACCORDANCE WITH THE NATIONAL RULES FOR RESOLUTION OF EMPLOYMENT DISPUTES OF THE
AMERICAN ARBITRATION ASSOCIATION.
THE ARBITRATOR SHALL HAVE THE DISCRETION TO
AWARD REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES TO THE PREVAILING PARTY.
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION THEREOF.
THIS SECTION 22 DOES NOT APPLY TO ANY ACTION BY
THE COMPANY TO ENFORCE SECTIONS 9, 10, 11 AND 12 OF THIS AGREEMENT AND DOES NOT
IN ANY WAY RESTRICT THE COMPANY'S RIGHTS UNDER SECTION 13 OF THIS AGREEMENT.
23.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT
AND UNDERSTANDING OF THE PARTIES AND SUPERSEDES ALL PRIOR UNDERSTANDINGS,
AGREEMENTS OR REPRESENTATIONS BY OR BETWEEN THE PARTIES, WHETHER WRITTEN OR
ORAL, WHICH RELATE IN ANY WAY TO THE SUBJECT MATTER HEREOF, EXCEPT AS EXPRESSLY
PROVIDED IN SECTION 8 REGARDING INDEMNIFICATION AGREEMENTS.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, ALL EXISTING EMPLOYMENT AGREEMENTS, CHANGE IN
CONTROL AGREEMENTS AND PATENT AND CONFIDENTIAL INFORMATION AGREEMENTS ARE HEREBY
TERMINATED AND OF NO FURTHER FORCE OR EFFECT.
24.
SURVIVORSHIP.
THE PROVISIONS OF THIS AGREEMENT NECESSARY TO CARRY
OUT THE INTENTION OF THE PARTIES AS EXPRESSED HEREIN SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
SECTIONS 8, 9, 10, 11, 12 AND 13.
25.
WAIVER.
EXCEPT AS PROVIDED HEREIN, THE WAIVER BY EITHER PARTY OF
THE OTHER PARTY'S PROMPT AND COMPLETE PERFORMANCE, OR BREACH OR VIOLATION, OF
ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE NOR BE CONSTRUED AS A WAIVER
OF ANY SUBSEQUENT BREACH OR VIOLATION, AND THE FAILURE BY ANY PARTY HERETO TO
EXERCISE ANY RIGHT OR REMEDY WHICH IT MAY POSSESS HEREUNDER SHALL NOT OPERATE
NOR BE CONSTRUED AS A BAR TO THE EXERCISE OF SUCH RIGHT OR REMEDY BY SUCH PARTY
UPON THE OCCURRENCE OF ANY SUBSEQUENT BREACH OR VIOLATION.
26.
CAPTIONS.
THE CAPTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE AND
REFERENCE ONLY AND IN NO WAY DEFINE, DESCRIBE, EXTEND OR LIMIT THE SCOPE OR
INTENT OF THIS AGREEMENT OR THE INTENT OF ANY PROVISION HEREOF.
27.
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS THE
RESULT OF ARM'S-LENGTH NEGOTIATIONS BETWEEN SOPHISTICATED PARTIES EACH AFFORDED
REPRESENTATION BY LEGAL COUNSEL.
EACH AND EVERY PROVISION OF THIS AGREEMENT
SHALL BE CONSTRUED AS THOUGH BOTH PARTIES PARTICIPATED EQUALLY IN THE DRAFTING
OF SAME, AND ANY RULE OF CONSTRUCTION THAT A DOCUMENT SHALL BE CONSTRUED AGAINST
THE DRAFTING PARTY SHALL NOT BE APPLICABLE TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.