INJUNCTIVE RELIEF, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER REASONABLE
COSTS AND ATTORNEYS' FEES.
(E)
ADMINISTRATIVE RELIEF.
EXECUTIVE
UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT EXECUTIVE FROM PURSUING AN
ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS
THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION OR THE WORKERS' COMPENSATION BOARD.
THIS AGREEMENT DOES, HOWEVER,
PRECLUDE EXECUTIVE FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.
(F)
VOLUNTARY NATURE OF AGREEMENT.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT EXECUTIVE IS EXECUTING THIS AGREEMENT VOLUNTARILY
AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE.
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS CAREFULLY READ THIS
AGREEMENT AND THAT EXECUTIVE HAS ASKED ANY QUESTIONS NEEDED FOR EXECUTIVE TO
UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND
FULLY UNDERSTANDS IT, INCLUDING THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO A
JURY TRIAL.
FINALLY, EXECUTIVE AGREES THAT EXECUTIVE HAS BEEN PROVIDED AN
OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF EXECUTIVE'S CHOICE BEFORE
SIGNING THIS AGREEMENT.
19.
LEGAL EXPENSES.
THE COMPANY WILL REIMBURSE
EXECUTIVE FOR REASONABLE AND ACTUAL LEGAL EXPENSES INCURRED BY HIM IN CONNECTION
WITH THE NEGOTIATION, PREPARATION AND EXECUTION OF THIS AGREEMENT.
20.
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH
THE CONFIDENTIAL INFORMATION AGREEMENT AND THE STANDARD FORMS OF EQUITY AWARD
GRANT THAT DESCRIBE EXECUTIVE'S OUTSTANDING EQUITY AWARDS, REPRESENTS THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREIN
AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS WHETHER WRITTEN OR ORAL,
INCLUDING, BUT NOT LIMITED TO, THE CHANGE OF CONTROL AGREEMENT ENTERED INTO
BETWEEN EXECUTIVE AND THE COMPANY, DATED MAY 12, 2000.
NO WAIVER, ALTERATION,
OR MODIFICATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT WILL BE BINDING
UNLESS IN A WRITING AND SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES
HERETO.
IN ENTERING INTO THIS AGREEMENT, NO PARTY HAS RELIED ON OR MADE ANY
REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE, OR UNDERSTANDING THAT IS NOT IN
THIS AGREEMENT.
TO THE EXTENT THAT ANY PROVISIONS OF THIS AGREEMENT CONFLICT
WITH THOSE OF ANY OTHER AGREEMENT TO BE SIGNED UPON EXECUTIVE'S HIRE, THE TERMS
IN THIS AGREEMENT WILL PREVAIL.
21.
WAIVER OF BREACH.
THE WAIVER OF A BREACH OF
ANY TERM OR PROVISION OF THIS AGREEMENT, WHICH MUST BE IN WRITING, WILL NOT
OPERATE AS OR BE CONSTRUED TO BE A WAIVER OF ANY OTHER PREVIOUS OR SUBSEQUENT
BREACH OF THIS AGREEMENT.
22.
SURVIVAL.
THE CONFIDENTIAL INFORMATION
AGREEMENT AND THE COMPANY'S AND EXECUTIVE'S RESPONSIBILITIES UNDER SECTIONS 8
AND 9 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
23.
HEADINGS.
ALL CAPTIONS AND SECTION HEADINGS
USED IN THIS AGREEMENT ARE FOR CONVENIENT REFERENCE ONLY AND DO NOT FORM A PART
OF THIS AGREEMENT.
24.
TAX WITHHOLDING.
ALL PAYMENTS MADE PURSUANT
TO THIS AGREEMENT WILL BE SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
25.
GOVERNING LAW.
THIS AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICT
OF LAWS PROVISIONS.
26.
ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT
HE HAS HAD