JURISDICTION OF THE STATE AND
FEDERAL COURTS LOCATED IN CALIFORNIA FOR ANY ACTION OR PROCEEDING ARISING FROM
OR RELATING TO THIS AGREEMENT OR RELATING TO ANY ARBITRATION IN WHICH THE
PARTIES ARE PARTICIPANTS.
(C)
EMPLOYEE UNDERSTANDS THAT NOTHING IN THIS
SECTION MODIFIES EMPLOYEE'S AT-WILL EMPLOYMENT STATUS.
EITHER EMPLOYEE OR THE
COMPANY CAN TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT
CAUSE.
(D)
EMPLOYEE HAS READ AND UNDERSTANDS THIS
SECTION, WHICH DISCUSSES ARBITRATION.
EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY
CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO BINDING ARBITRATION TO THE EXTENT PERMITTED BY LAW, AND THAT THIS
ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND
RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING
CLAIMS:
(I)
ANY AND ALL CLAIMS FOR WRONGFUL
DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF
THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT
OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR
PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.
(II)
ANY AND ALL CLAIMS FOR VIOLATION OF
ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII
OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF
1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING
ACT, AND LABOR CODE SECTION 201, ET SEQ;
(III)
ANY AND ALL CLAIMS ARISING OUT OF ANY
OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
9.
MISCELLANEOUS PROVISIONS.
(A)
NO DUTY TO MITIGATE.
THE EMPLOYEE SHALL
NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT CONTEMPLATED BY THIS
AGREEMENT, NOR SHALL ANY SUCH PAYMENT BE REDUCED BY ANY EARNINGS THAT THE
EMPLOYEE MAY RECEIVE FROM ANY OTHER SOURCE.
6
(B)
WAIVER.
NO PROVISION OF THIS AGREEMENT MAY
BE MODIFIED, WAIVED OR DISCHARGED UNLESS THE MODIFICATION, WAIVER OR DISCHARGE
IS AGREED TO IN WRITING AND SIGNED BY THE EMPLOYEE AND BY AN AUTHORIZED OFFICER
OF THE COMPANY (OTHER THAN THE EMPLOYEE).
NO WAIVER BY EITHER PARTY OF ANY
BREACH OF, OR OF COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT
BY THE OTHER PARTY SHALL BE CONSIDERED A WAIVER OF ANY OTHER CONDITION OR
PROVISION OR OF THE SAME CONDITION OR PROVISION AT ANOTHER TIME.
(C)
INTEGRATION.
THIS AGREEMENT AND THE STOCK
OPTION AGREEMENTS REPRESENTING THE OPTIONS REPRESENT THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREIN AND SUPERSEDE
ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, WHETHER WRITTEN OR ORAL.
(D)
CHOICE OF LAW.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED
BY THE INTERNAL SUBSTANTIVE LAWS, BUT NOT THE CONFLICTS OF LAW RULES, OF THE
STATE OF CALIFORNIA.
(E)
SEVERABILITY.
THE INVALIDITY OR
UNENFORCEABILITY OF