Adaptec 2005 Annual Report Download - page 119

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agreement, restricted stock unit agreement, stock option agreement or other equity award agreement entered into pursuant to the Company’s stock plans, except
as expressly provided herein. In case of conflict between any of the terms and conditions of this Agreement and the documents herein referred to, the terms and
conditions of this Agreement shall control.
10. 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.
11. No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed by Executive and
the Chairman and Chief Executive Officer of the Company.
12. 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.
13. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (with the exception of its conflict of laws provisions).
[Remainder of Page Intentionally Left Blank]
Source: PMC SIERRA INC, 10-K, February 22, 2008