Consulting Agreement With Former Ceo

12. Severability. In the event that a provision of this agreement is declared illegal, unenforceable or non-enforceable or declared by a competent court or other jurisdiction, that agreement will remain fully in force without this provision. 14. Compensation. The exemption agreement between Mr. Chishti and the company, the copy of which is attached to Schedule B, will remain in effect after the date of withdrawal, under the terms of this agreement. 15. Full agreement. This agreement and the exhibits represent the whole agreement and agreement between the company and Mr.

Chishti on Mr. Chishti`s separation from the company and replace all previous agreements and agreements concerning Mr. Chishti`s relationship with the company and his compensation by the company. b) confidential information. Mr. Chishti understands and accepts that his obligations to the company as part of the employee proprietary information and inventions agreement between Mr. Chishti and the company (the “ownership agreement”) are accompanied by a copy in Appendix A, persist during the consultation period and the termination of his relationship with the company is maintained in accordance with this agreement. 13. Arbitration. The contracting parties strive to be dealt with by consultation with any dispute that arises in this agreement. In the event that, within 15 days of written notification by one of the parties to the other party of an agreement on such a dispute, the dispute will be resolved through a binding arbitration proceeding in Santa Clara County, California, before the American Arbitration Association in accordance with its California employment dispute resolution. , or by a judge who must be agreed to by mutual agreement, is carried out.

The arbitration decision is final, conclusive and binding on both parties, and any award or arbitration decision may be subject to any competent court. The parties agree that, in arbitration proceedings, the dominant party has the right to bring a cease and desealance action before any court competent to enforce the award. The parties also agree that, in such a proceeding, the dominant party will be charged reasonable legal fees and fees. This section does not apply to the ownership agreement. The parties heresquile to waive all rights they must assert in court with respect to arbitration applications. 5. Stock options. All outstanding stock options granted to Mr. Chishti by the Company, including the new option granted to Mr.

Chishti on February 8, 2002, will be maintained under the corresponding conditions set out in the option agreements granted to Mr. Chishti.