ITS
TERMS.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER WILL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(E)
ADVICE OF COUNSEL.
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES
THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK
THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT.
THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OF PREPARATION HEREOF.
(F)
DISPUTE RESOLUTION.
TO ENSURE THE RAPID AND ECONOMICAL
RESOLUTION OF ANY AND ALL DISPUTES THAT ARISE IN CONNECTION WITH THIS AGREEMENT
OR EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE AND THE COMPANY AGREE THAT
ANY AND ALL DISPUTES, CLAIMS, OR CAUSES OF ACTION, IN LAW OR EQUITY, ARISING
FROM OR RELATING TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT,
EXECUTIVE'S EMPLOYMENT OR THE TERMINATION OF EXECUTIVE'S EMPLOYMENT
(COLLECTIVELY, "CLAIMS"), WILL BE RESOLVED TO THE FULLEST EXTENT PERMITTED BY
LAW EXCLUSIVELY BY FINAL, BINDING, AND CONFIDENTIAL ARBITRATION IN SAN
FRANCISCO, CALIFORNIA, CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA")
OR ITS SUCCESSORS, UNDER THE THEN APPLICABLE AAA RULES BY A SINGLE ARBITRATOR.
CLAIMS SUBJECT TO THIS ARBITRATION PROVISION WILL (I) INCLUDE, BUT NOT BE
LIMITED TO, CLAIMS PURSUANT TO ANY FEDERAL, STATE OR LOCAL LAW OR STATUTE,
INCLUDING (WITHOUT LIMITATION) THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS
AMENDED; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE AMERICANS
WITH DISABILITIES ACT OF 1990; THE FEDERAL FAIR LABOR STANDARDS ACT; AND STATE
ANTI-DISCRIMINATION STATUTES; AND CLAIMS PURSUANT TO ANY COMMON LAW, TORT LAW OR
CONTRACT LAW, INCLUDING (WITHOUT LIMITATION) BREACH OF CONTRACT OR OTHER
PROMISE, DISCRIMINATION, HARASSMENT, RETALIATION, WRONGFUL DISCHARGE, FRAUD,
MISREPRESENTATION, DEFAMATION, AND EMOTIONAL DISTRESS; AND (II) EXCLUDE CLAIMS
THAT BY LAW ARE NOT SUBJECT TO ARBITRATION.
THE ARBITRATOR WILL:
(1) HAVE THE
AUTHORITY TO COMPEL ADEQUATE DISCOVERY FOR THE RESOLUTION OF ALL CLAIMS AND TO
AWARD SUCH RELIEF AS WOULD OTHERWISE BE PERMITTED BY LAW; AND (2) ISSUE A
WRITTEN ARBITRATION DECISION INCLUDING THE ARBITRATOR'S ESSENTIAL FINDINGS AND
CONCLUSIONS AND A STATEMENT OF THE AWARD.
THE COMPANY WILL PAY ALL OF THE
ARBITRATOR'S FEES.
EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT, BY AGREEING TO
THIS ARBITRATION PROCEDURE, BOTH EXECUTIVE AND THE COMPANY WAIVE THE RIGHT TO
RESOLVE ANY CLAIMS THROUGH A TRIAL BY JURY OR JUDGE OR BY ADMINISTRATIVE
PROCEEDING.
NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT EXECUTIVE OR THE
COMPANY FROM OBTAINING INJUNCTIVE RELIEF IN COURT IF THE AWARD TO WHICH SUCH
PARTY MIGHT OBTAIN IN ARBITRATION MAY BE RENDERED INEFFECTUAL WITHOUT
PROVISIONAL RELIEF.
AS PROVIDED
7
IN THE AAA RULES, ANY ARBITRATION AWARD MAY BE ENFORCED BY ANY COURT OF
COMPETENT JURISDICTION.
(G)
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT, THE PROPRIETARY RIGHTS
AGREEMENT, THE AMENDED AND RESTATED CODE OF CONDUCT AND THE