12. Parties to Agreement. All decisions or interpretations of the Board and of the Committee with respect to this Agreement, the Units and the Shares shall be binding and conclusive upon the Participant and upon the Participants executors, administrators, beneficiaries, successors and assigns. This Agreement will constitute an agreement between the Company and the Participant as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.
13. Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.
14. Consent to Jurisdiction and Venue. The Participant and the Company hereby consent irrevocably and unconditionally to the exclusive jurisdiction of the courts of the state of California for purposes of the enforcement of this Agreement. Any action brought to enforce any claim to obtain any benefit under the Plan will be litigated in Santa Clara County state court in California or the United States District Court for the Northern District of California and no other. The Participant waives any objection to venue of any action instituted under this Agreement.
15. Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or, upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with an internationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address designated in writing from time to time to the other party.
16. Further Assurances. At any time, and from time to time after executing this Agreement, the Participant will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.
17. Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.
18. Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.
19. Entire Agreement; Effect of Plan. This Agreement represents the parties entire understanding and agreement with respect to the grant of the Units and the issuance of the Shares, and each of the parties acknowledges that it has not made any, and makes no, promises, representations or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes any prior understanding or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party, with respect to the subject matter hereof; provided, however, that this Agreement is subject to the terms and conditions set forth in the Plan.