EXECUTIVE, OR TORTIOUS INTERFERENCE WITH THE CONTRACTS AND RELATIONSHIPS OF
EXECUTIVE FOR SO LONG AS THEY ARE EXECUTIVES OR DIRECTORS OF THE COMPANY.
ANY
INQUIRY BY POTENTIAL FUTURE EMPLOYERS OF EXECUTIVE WITH RESPECT TO EXECUTIVE'S
EMPLOYMENT BY THE COMPANY, SHALL BE DIRECTED TO CHERYL BORGONIA, DIRECTOR OF
HUMAN RESOURCES.
THE COMPANY SHALL RESPOND TO ANY SUCH INQUIRIES BY GIVING OUT
ONLY THE EXECUTIVE'S DATES OF EMPLOYMENT BY THE COMPANY.
THE PARTIES AGREE THAT
ANY POTENTIAL FUTURE EMPLOYERS MAY ALSO BE REFERRED BY THE EXECUTIVE OR BY THE
COMPANY TO THE CURRENT CHAIRMAN OF THE BOARD OF THE COMPANY.
13.
NON-SOLICITATION.
EXECUTIVE AGREES THAT FOR A PERIOD OF TWELVE
(12) MONTHS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF THIS AGREEMENT,
EXECUTIVE SHALL NOT EITHER DIRECTLY OR INDIRECTLY SOLICIT, INDUCE, OR RECRUIT
ANY OF COMPANY'S EMPLOYEES TO LEAVE THEIR EMPLOYMENT, OR ATTEMPT TO SOLICIT,
INDUCE OR RECRUIT EMPLOYEES OF COMPANY, EITHER FOR HIMSELF OR ANY OTHER PERSON
OR ENTITY.
14.
NO ADMISSION OF LIABILITY.
THE PARTIES UNDERSTAND AND ACKNOWLEDGE
THAT THIS AGREEMENT CONSTITUTES A COMPROMISE AND SETTLEMENT OF DISPUTED CLAIMS.
NO ACTION TAKEN BY THE PARTIES HERETO, OR EITHER OF THEM, EITHER PREVIOUSLY OR
IN CONNECTION WITH THIS AGREEMENT SHALL BE DEEMED OR CONSTRUED TO BE: (A) AN
ADMISSION OF THE TRUTH OR FALSITY OF ANY CLAIMS HERETOFORE MADE OR (B) AN
ACKNOWLEDGMENT OR ADMISSION BY EITHER PARTY OF ANY FAULT OR LIABILITY WHATSOEVER
TO THE OTHER PARTY OR TO ANY THIRD PARTY.
15.
COSTS.
THE PARTIES SHALL EACH BEAR THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS AGREEMENT.
16.
ARBITRATION.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING
OUT OF, OR RELATING TO, THE TERMS OF THIS AGREEMENT, ITS INTERPRETATION, AND ANY
OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION IN SANTA
CLARA COUNTY BEFORE THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS NATIONAL
RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES.
THE PARTIES AGREE THAT THE
PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN
ANY COURT OF COMPETENT
7
JURISDICTION TO ENFORCE THE ARBITRATION AWARD.
THE PARTIES AGREE THAT THE
PREVAILING PARTY IN ANY ARBITRATION SHALL BE AWARDED ITS REASONABLE ATTORNEYS'
FEES AND COSTS.
THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY
DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.
17.
AUTHORITY.
COMPANY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED
HAS THE AUTHORITY TO ACT ON BEHALF OF COMPANY AND TO BIND COMPANY AND ALL WHO
MAY CLAIM THROUGH IT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
EXECUTIVE
REPRESENTS AND WARRANTS THAT HE HAS THE CAPACITY TO ACT ON HIS OWN BEHALF AND ON
BEHALF OF ALL WHO MIGHT CLAIM THROUGH HIM TO BIND THEM TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
EACH PARTY WARRANTS AND REPRESENTS THAT THERE ARE
NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS IN LAW OR EQUITY OR OTHERWISE OF OR
AGAINST ANY OF THE CLAIMS OR CAUSES OF ACTION RELEASED HEREIN.
18.