AND EXCLUSIVE REMEDY FOR ANY DISPUTE
WHICH IS SUBJECT TO ARBITRATION UNDER THIS SECTION 12.
13.
SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS.
NOTHING CONTAINED IN THE PLAN OR THIS
AGREEMENT SHALL BE INTERPRETED AS IMPOSING ANY LIABILITY ON THE COMPANY OR THE
COMMITTEE IN FAVOR OF PARTICIPANT OR ANY PURCHASER OR OTHER TRANSFEREE OF STOCK
WITH RESPECT TO ANY LOSS, COST OR EXPENSE WHICH PARTICIPANT, PURCHASER OR
TRANSFEREE MAY INCUR IN CONNECTION WITH, OR ARISING OUT OF ANY TRANSACTION
INVOLVING ANY SHARES OF STOCK SUBJECT TO THE PLAN OR THIS AGREEMENT.
14.
INTEGRATION.
THE TERMS OF THE PLAN AND THIS AGREEMENT ARE
INTENDED BY THE COMPANY AND THE PARTICIPANT TO BE THE FINAL EXPRESSION OF THEIR
CONTRACT WITH RESPECT TO THE SHARES OF STOCK AND OTHER AMOUNTS RECEIVED UNDER
THE PLAN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS
AGREEMENT.
THE COMPANY AND PARTICIPANT FURTHER INTEND THAT THE PLAN AND THIS
AGREEMENT SHALL CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THEIR TERMS
AND THAT NO EXTRINSIC EVIDENCE WHATSOEVER MAY BE INTRODUCED IN ANY ARBITRATION,
JUDICIAL, ADMINISTRATIVE OR OTHER LEGAL PROCEEDING INVOLVING THE PLAN OR THIS
AGREEMENT.
ACCORDINGLY, THE PLAN AND THIS AGREEMENT CONTAIN THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR ORAL, WRITTEN AND
IMPLIED AGREEMENTS, UNDERSTANDINGS, COMMITMENTS AND PRACTICES AMONG THE
PARTIES.
IN THE EVENT OF ANY CONFLICT AMONG THE PROVISIONS OF THE PLAN DOCUMENT
AND THIS AGREEMENT, THE PLAN DOCUMENT SHALL PREVAIL.
THE COMPANY AND
PARTICIPANT SHALL HAVE THE RIGHT TO AMEND THIS AGREEMENT IN WRITING AS THEY
MUTUALLY AGREE.
15.
WAIVERS.
ANY FAILURE TO ENFORCE ANY TERMS OR CONDITIONS OF THE
PLAN OR THIS AGREEMENT BY THE COMPANY OR BY THE PARTICIPANT SHALL NOT BE DEEMED
A WAIVER OF THAT TERM OR CONDITION, NOR SHALL ANY WAIVER OR RELINQUISHMENT OF
ANY RIGHT OR POWER AT ANY ONE TIME OR TIMES BE DEEMED A WAIVER OR RELINQUISHMENT
OF THAT RIGHT OR POWER FOR ALL OR ANY OTHER TIMES.
16.
SEVERABILITY OF PROVISIONS.
IF ANY PROVISION OF THE PLAN OR THIS
AGREEMENT SHALL BE HELD INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION THEREOF, AND THE PLAN AND
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF NEITHER OF THEM INCLUDED
SUCH PROVISION.
17.
CALIFORNIA LAW.
THE PLAN AND THIS AGREEMENT SHALL BE CONSTRUED
AND ENFORCED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA TO THE EXTENT NOT
PREEMPTED BY THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA.
IN THE EVENT OF
ANY ARBITRATION PROCEEDINGS, ACTIONS AT LAW
OR SUITS IN EQUITY IN RELATION TO THE PLAN OR THIS AGREEMENT, THE PREVAILING
PARTY IN SUCH PROCEEDING, ACTION OR SUIT SHALL RECEIVE FROM THE LOSING PARTY ITS
ATTORNEYS' FEES AND ALL OTHER COSTS AND EXPENSES OF SUCH PROCEEDING, ACTION OR
SUIT.
IN WITNESS WHEREOF, the parties hereto have duly executed this Restricted Stock
Unit Agreement as