Entire Agreement; Governing Law; Dispute Resolution. The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Grant Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. Any dispute or claim arising out of this Grant Agreement shall be submitted for resolution consistent with the terms of any arbitration agreement that the Optionee has entered into with the Company (which, if applicable, is incorporated herein by reference), and otherwise: (a) all such disputes and claims shall be resolved by a neutral arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, which may be found on the Internet at xxx.xxx.xxx (a printed copy of these rules is also available upon request to the Company’s Human Resources Department); (b) the Company shall pay all applicable arbitration fees, except, if the Optionee initiates such arbitration, then the Optionee shall be responsible for paying filings fees in an amount equal to the filing fees the Optionee would have paid had the Optionee filed a complaint in a court of law; (c) the Optionee shall pay its own attorneys’ fees incurred in connection with the arbitration; (d) such arbitration shall take place in the county in which the Optionee works or worked for the Company at the time the arbitrable dispute or claim arose; (e) the arbitrator shall only have authority to hear claims brought by a party in its individual capacity, and not as a purported class, collective or representative proceeding; (f) the arbitrator shall provide for adequate discovery and shall issue a written opinion; and (g) the Optionee and the Company hereby waive any right to a trial by jury. By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands al...
Entire Agreement; Governing Law; Dispute Resolution. This Agreement constitutes the entire agreement among the parties with respect to the Company. It supersedes any prior agreement or understanding among them, and it may not be modified or amended in any manner other than as set forth herein. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts-of-law principles thereof. The venue for any action hereunder shall be in the State of Minnesota, whether or not such venue is or subsequently becomes inconvenient, and the parties consent to the jurisdiction of the courts of the State of Minnesota, County of Dakota, and the U.S. District Court, District of Minnesota. Accordingly, the parties hereby submit to the process, jurisdiction and venue of any such courts. Each party hereby waives, and agrees not to assert, any claim that it is not personally subject to the jurisdiction of the foregoing courts in the State of Minnesota or that any action or other proceeding brought in compliance with this Section is brought in an inconvenient forum.
