Adaptec 2002 Annual Report Download - page 107

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7. Severability. In the event that any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect
without said provision.
8. Entire Agreement. This Agreement and any proprietary information and invention assignment, stock option,
stock purchase or indemnification agreement represent the entire agreement and understanding between the
Company and Executive concerning Executive's employment relationship with the Company
9. Arbitration and Equitable Relief.
(i) Any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the
interpretation, validity, construction, performance, breach, or termination thereof shall be settled by
arbitration to be held in Santa Clara, California in accordance with the National Rules for the Resolution
of Employment Disputes then in effect of the American Arbitration Association (the "Rules"). The arbitrator
may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall
be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction.
(ii) The arbitrator shall apply Delaware law to the merits of any dispute or claim, without reference to
rules of conflict of law. The arbitration proceedings shall be governed by federal arbitration law and by
the Rules, without reference to state arbitration law.
(iii) The Company shall pay the costs and expenses of such arbitration.
Each party shall separately pay its counsel fees and expenses.
(iv) Executive understands that nothing in this Agreement modifies Executive's at−will status. Either the
Company or Executive can terminate the employment relationship at any time, with or without cause.
10. No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or
discharged in writing signed by Executive and the Company.
11. Withholding. The Company shall be entitled to withhold, or cause to be withheld, from payment any amount
of withholding taxes required by law with respect to payments made to Executive in connection with his
employment hereunder.
12. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware (with the exception of its conflict of laws provisions).
4