**1. Change in Control**. For purposes of the Agreement, a “**Change in Control**” shall bedeemed to have taken place if any of the following occurs:          (a) the Company (i) shall not be the surviving entity in any merger, consolidation orother reorganization (or survives only as a subsidiary of an entity other than a previouslywholly-owned subsidiary of the Company), or (ii) is to be dissolved and liquidated, and as a resultof or in connection with such transaction, the persons who were directors of the Company beforesuch transaction shall cease to constitute a majority of the Board;          (b) any person or entity, including a “group” as contemplated by Section 13(d)(3) of theExchange Act, acquires or gains ownership or control (including, without limitation, power to vote)of 30% or more of the outstanding shares of the Company’s voting stock (based upon voting power),and as a result of or in connection with such transaction, the persons who were directors of theCompany before such transaction shall cease to constitute a majority of the Board;          (c) the Company sells all or substantially all of the assets of the Company to any otherperson or entity (other than a wholly-owned subsidiary of the Company) in a transaction thatrequires shareholder approval pursuant to applicable corporate law; or          (d) during a period of two consecutive calendar years, individuals who at the beginning ofsuch period constitute the Board, and any new director(s) whose election by the Board or nominationfor election by the Company’s stockholders was approved by a vote of at least a majority of thedirectors then still in office, who either were directors at the beginning of the two (2) yearperiod or whose election or nomination for election was previously so approved, cease for anyreason to constitute a majority of the Board.     **2. Circumstances Triggering Receipt of Termination Benefits.**          (a) Subject to Section 2(c), the Company will provide the Executive with the benefits setforth in Section 4 upon any termination of the Executive’s employment:          (i) by the Company at any time within the first 24 months after a Change in Control;          (ii) by the Executive for “Good Reason” (as defined in Section 2(b) below) at any timewithin the first 24 months after a Change in Control; or          (iii) by the Company or the Executive pursuant to Section 2(d).          (b) In the event of a Change in Control, the Executive may terminate employment with theCompany and/or any subsidiary for “Good Reason,” following notice and opportunity for remedy as setforth herein and in Section 3. For purposes hereof, “**Good Reason**” shall mean (subject to suchnotice and opportunity to remedy) any of the occurrence of any of the following events without theExecutive’s prior written consent:
 

 
          (i) A material reduction of the Executive’s authorities, duties, or responsibilitiesas an executive and/or officer of the Company from those in effect as of ninety (90)calendar days prior to the Change in Control, other than an insubstantial and inadvertentreduction that is remedied by the Company promptly after receipt of notice thereof given bythe Executive.          (ii) The Company’s requiring the Executive to be based at a location in excess offifty (50) miles from the location of the Executive’s principal job location or officeimmediately prior to the Change in Control; except for required travel on the Company’sbusiness to an extent substantially consistent with the Executive’s then present businesstravel obligations;          (iii) A reduction by the Company of the Executive’s Base Salary and/or target annualbonus opportunity in effect on the Effective Date hereof, or as the same shall be increasedfrom time to time;          (iv) The failure of the Company to obtain a satisfactory agreement from any successorto the Company to assume and agree to perform the Company’s obligations under thisAgreement, as contemplated in Section 8 (where it requires successors to accept thisAgreement) herein; or          (v) A material breach of this Agreement by the Company which is not remedied by theCompany within ten (10) business days of receipt of written notice of such breach deliveredby the Executive to the Company.          (c) Notwithstanding Sections 2(a) and (b) above, no benefits shall be payable byreason of this Agreement in the event of:          (i) Termination of the Executive’s employment with the Company and/or itssubsidiaries by reason of the Executive’s death or Disability, provided that theExecutive has not previously given a valid “Notice of Termination” pursuant to Section 3.For purposes hereof, “**Disability**” shall mean the Executive’s inability, due to physical ormental infirmity, to perform the Executive’s material duties and responsibilities to theCompany and its subsidiaries for any period of six consecutive months or for any period ofeight months out of any 12-month period, as determined by a physician selected by theCompany or its insurers and acceptable to the Executive or the Executive’s legalrepresentative (such agreement as to acceptability not to be withheld unreasonably);          (ii) Termination of the Executive’s employment with the Company and/or itssubsidiaries on account of the Executive’s retirement without Good Reason; provided,however, that, if at the time of such retirement the Executive has Good Reason toterminate the Executive’s employment hereunder, then such retirement shall be treatedhereunder as a termination of the Executive’s employment for Good Reason and the Executiveshall be entitled to the benefits provided in Section 4 hereof;          (iii) Termination of the Executive’s employment with the Company and its subsidiariesfor Cause. For the purposes hereof, “**Cause**” shall mean:               (A) The Executive’s willful failure to substantially perform his or her dutieswith the Company (other than any such failure resulting from the Executive’s
 

 
Disability), after a written demand for substantial performance is delivered to theExecutive that specifically identifies the manner in which the Committee believes that theExecutive has not substantially performed his or her duties, and the Executive has failed toremedy the situation within fifteen (15) business days of such written notice from theCompany;               (B) Gross negligence in the performance of the Executive’s duties which results inmaterial financial harm to the Company;               (C) The Executive’s conviction of, or plea of guilty or *nolo contendere*, to any felonyor any other crime involving the personal enrichment of the Executive at the expense of theCompany;               (D) The Executive’s willful engagement in conduct that is demonstrably and materiallyinjurious to the Company, monetarily or otherwise; or               (E) The Executive’s willful violation of any of the covenants contained in Section 7.     Notwithstanding the foregoing, “Cause” shall not exist unless and until the Company hasdelivered to the Executive, along with the Notice of Termination for Cause, a copy of a resolutionduly adopted by three-quarters (3/4) of the entire Board (excluding the Executive if the Executiveis a Board member) at a meeting of the Board called and held for such purpose (after reasonablenotice to the Executive and an opportunity for the Executive, together with counsel, to be heardbefore the Board), finding that in the good faith opinion of the Board an event (or events) setforth in clauses (A)-(E) above has occurred and specifying the particulars thereof in detail.     This Section 2(c) shall not preclude the payment of any amounts otherwise payable to theExecutive under any of the Company’s employee benefit plans, stock plans, programs andarrangements, which payment shall be governed exclusively by the terms thereof.          (d) A termination of the Executive’s employment by the Company without Cause or by theExecutive for an event that would constitute Good Reason following a Change in Control that occurs,in either event, prior to a Change in Control, but occurs (i) not more than 200 days prior to thedate on which a Change in Control occurs and (ii) (x) at the request of a third party who hasindicated an intention or taken steps reasonably calculated to effect a Change in Control or (y)otherwise arose in connection with, or in anticipation of, a Change in Control, shall be deemed tobe a termination or removal of the Executive without Cause within the first 24 months after aChange in Control for purposes of this Agreement and the date of such Change in Control shall bedeemed to be the date immediately preceding the date the Executive’s employment terminates.     **3. Notice of Termination; Termination Date**. Any termination of the Executive’s employmentwith the Company and its subsidiaries as contemplated by Section 2 shall be communicated by written“Notice of Termination” to the other party hereto. Any “Notice of Termination” shall indicate theeffective date of termination, which, shall be more than 60 days after the date the Notice ofTermination is delivered (the “**Termination Date**”), the specific provision in this Agreement reliedupon,
 

 
and, except for a termination pursuant to Section 2(d), will set forth in reasonable detailthe facts and circumstances claimed to provide a basis for such termination including, ifapplicable, the failure by the Company, after provision of written notice by the Executive, toeffect a remedy pursuant to the final clause of Section 2(b)(i) or 2(b)(vi). Executive mustprovide the Notice of Termination to the Company within 90 days of the events constituting “GoodReason” for termination and the Company shall have a period of 30 days after the Notice ofTermination during which the Company may remedy the condition before such termination shall beeffective. In the event the Company effects a remedy within such 30-day period and the Executivedoes not rescind the Notice of Termination upon being notified of such remedy, the terminationbenefits described in Section 4 hereof shall not be payable with respect to such termination.     **4. Termination Benefits.**Subject to the conditions set forth in Section 2(a) and contingentupon the Executive’s executing (and not revoking) the “Release” (as defined below), the followingpost-termination payments or benefits shall be paid or provided to the Executive following theExecutive’s termination of employment:          (a) Severance Payment. The Company shall pay to the Executive, as a severancepayment, an amount equal to the sum of (i) two times (A)the Executive’s “Base Pay”, which shall bean amount equal to the greater of (x) the Executive’s rate of annual base salary (prior to anydeferrals) at the Termination Date or (y) the Executive’s rate of annual base salary (prior to anydeferrals) immediately prior to the Change in Control, and (B) the Executive’s “Incentive Pay”,which shall be an amount equal to the average annual bonus earned by the Executive under theCompany’s incentive compensation plan or any other annual bonus plan (whether paid currently or ona deferred basis) during the three fiscal years of the Company immediately preceding the fiscalyear of the Company in which the Change in Control occurred plus (ii) a pro rata portion of theExecutive’s target bonus for the fiscal year in which the Termination Date occurs, which paymentshall be made in a single lump sum on the first business day following the expiration of therevocation period for the Release. Notwithstanding the foregoing, if all or any portion of theseverance payment is determined to be “nonqualified deferred compensation” subject to Section 409Aof the Internal Revenue Code of 1986, as amended (the “**Code**”), and the Company determines that theExecutive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and FinalTreasury Regulations promulgated thereunder (the “**Treasury Regulations**”) and other guidancepublished thereunder, then such payment (or portion thereof) shall be paid on the first day of theseventh month following the Executive’s “separation from service” (as such term is defined in theTreasury Regulations, giving effect to the default presumptions of Section 1.409A-1(h) thereof).          (b) Health Benefits. To the extent the Executive timely elects to continuehealthcare coverage through COBRA, the Company shall pay that portion of the COBRA premium equal tothe difference between the COBRA premium and Executive’s monthly contribution towards healthbenefits that is in effect as of the date of Executive’s termination of employment for a periodequal to 18 months following the Termination Date; provided, that, the Company’s obligationto provide such health benefits shall cease at the time Executive becomes eligible for such healthbenefits from another employer.          (c) Release**.**The Company’s obligation to make the payment and provide the benefitsdescribed in this Section 4 are conditioned expressly on the Executive’s executing (and notrevoking) a general release of claims against the Company (as “Company” is defined in Section 8)and its subsidiaries
 

 
in a form reasonably satisfactory to the Company (the “**Release**”) within 45 days following theTermination Date. The Company will provide the Release to the Executive within seven daysfollowing the Termination Date.     **5. Certain Additional Payments by the Company.**          (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall bedetermined (as hereafter provided) that any payment (other than the Gross-Up payments provided forin this Section 5) or benefit provided by the Company or any of its subsidiaries to or for thebenefit of the Executive, whether paid or payable or provided pursuant to the terms of thisAgreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program orarrangement, including without limitation any stock option, stock appreciation right or similarright, restricted stock, deferred stock or the lapse or termination of any restriction on, deferralperiod for, or the vesting or exercisability of any of the foregoing (a “**Payment**”), would besubject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto)by reason of being considered “contingent on a change in ownership or control” of the Company,within the meaning of Section 280G of the Code (or any successor provision thereto) or to anysimilar tax imposed by state or local law, or any interest or penalties with respect to any suchtax (such tax or taxes, together with any such interest and penalties, being hereafter collectivelyreferred to as the “**Excise Tax**”), then the Executive shall be entitled to receive an additionalpayment or payments (collectively, a “**Gross-Up Payment**”). The Gross-Up Payment shall be in anamount such that, after payment by the Executive of all taxes (including any interest or penaltiesimposed with respect to such taxes), including any Excise Tax and any income tax imposed upon theGross-Up Payment, the Executive retains an amount of Gross-Up Payment equal to the Excise Taximposed upon the Payment.          (b) Subject to the provisions of Section 5(f), all determinations required to be made underthis Section 5, including whether an Excise Tax is payable by the Executive and the amount of suchExcise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executiveand the amount of such Gross-Up Payment, if any, shall be made by the Company’s outside auditorsimmediately prior to the Change in Control (the “**Accounting Firm**”). The Executive shall direct theAccounting Firm to submit its determination and detailed supporting calculations to both theCompany and the Executive within 30 days after the Change in Control Date, the Termination Date, ifapplicable, and any such other time or times as may be requested by the Company or the Executive.If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Companyshall pay the required Gross-Up Payment to the Executive as soon as reasonably practicablethereafter but in any event no later than the end of the Executive’s taxable year next followingthe taxable year in which the Executive remits such Excise Tax to the Internal Revenue Service. Ifthe Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at thesame time as it makes such determination, furnish the Company and the Executive an opinion that theExecutive has substantial authority not to report any Excise Tax on the Executive’s federal, stateor local income or other tax return. As a result of the uncertainty in the application of Section4999 of the Code (or any successor provision thereto) and the possibility of similar uncertaintyregarding applicable state of local tax law at the time of any determination by the Accounting Firmhereunder, it is possible that a Gross-Up Payment which will not have been made by the Companyshould have been made (an “**Underpayment**”), consistent with the calculations required to be madehereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant toSection 5(f) and the Executive thereafter is required to make a payment of any
 

 
Excise Tax, the Executive shall direct the Accounting Firm to determine the amount of theUnderpayment that has occurred and to submit its determination and detailed supporting calculationsto both the Company and the Executive as promptly as possible. Any such Underpayment shall bepromptly paid by the Company to, or for the benefit of, the Executive within five business daysafter receipt of such determination and calculations but in any event no later than the end of theExecutive’s taxable year next following the taxable year in which the Executive remits suchUnderpayment to the Internal Revenue Service.          (c) The Company and the Executive shall each provide the Accounting Firm access to and copiesof any books, records and documents in the possession of the Company or the Executive, as the casemay be, reasonably requested by the Accounting Firm, and otherwise cooperate with the AccountingFirm in connection with the preparation and issuance of the determinations and calculationscontemplated by Section 5(b). Any determination by the Accounting Firm as to the amount of theGross-Up Payment shall be binding upon the Company and the Executive.          (d) The federal, state and local income or other tax returns filed by the Executive shall beprepared and filed on a consistent basis with the determination of the Accounting Firm with respectto the Excise Tax payable by the Executive. The Executive shall make proper payment of the amountof any Excise Tax, and at the request of the Company, provide to the Company true and correctcopies (with any amendments) of the Executive’s federal income tax return as filed with theInternal Revenue Service and corresponding state and local tax returns, if relevant, as filed withthe applicable taxing authority, and such other documents reasonably requested by the Company,evidencing such payment. If prior to the filing of the Executive’s federal income tax return, orcorresponding state or local tax return, if relevant, the Accounting Firm determines that theamount of the Gross-Up Payment should be reduced, the Executive shall, within five business days,pay to the Company the amount of such reduction.          (e) The fees and expenses of the Accounting Firm for its services in connection with thedeterminations and calculations contemplated by Section 5(b) shall be borne by the Company. If suchfees and expenses are initially paid by the Executive, the Company shall reimburse the Executivethe full amount of such fees and expenses paid by Executive within five business days after receiptfrom the Executive of a statement therefor and reasonable evidence of payment thereof.          (f) The Executive shall notify the Company in writing of any claim, by the Internal RevenueService or any other taxing authority that, if successful, would require the payment by the Companyof a Gross-Up Payment or any additional Gross-Up Payment. Such notification shall be given aspromptly as practicable but no later than l0 business days after the Executive actually receivesnotice of such claim, and the Executive shall further apprise the Company of the nature of suchclaim and the date on which such claim is requested to be paid (in each case, to the extent knownby the Executive). The Executive shall not pay such claim prior to the earlier of (x) theexpiration of the 30-day period following the date on which the Executive gives such notice to theCompany and (y) the date that any payment with respect to such claim is due. If the Companynotifies the Executive in writing prior to the expiration of such period that it desires to contestsuch claim, the Executive shall:          (i) provide the Company with any written records or documents in the Executive’spossession relating to such claim reasonably requested by the Company;
 

 
          (ii) take such action in connection with contesting such claim as the Company shallreasonably request in writing from time to time, including without limitation acceptinglegal representation with respect to such claim by an attorney competent in respect of thesubject matter and reasonably selected by the Company;          (iii) cooperate with the Company in good faith in order effectively to contest suchclaim; and          (iv) permit the Company to participate in any proceedings relating to such claim;provided, however, that the Company shall bear and pay directly all costs andexpenses (including interest and penalties) incurred in connection with such contest and shallindemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax orincome tax including interest and penalties with respect thereto, imposed as a result of suchcontest and payment of costs and expenses. Without limiting the foregoing provisions of thisSection 5(f), the Company shall control all proceedings taken in connection with the contest of anyclaim contemplated by this Section 5(f) and, at its sole option, may pursue or forego any and alladministrative appeals, proceedings, hearings and conferences with the taxing authority in respectof such claim (provided, however, that the Executive may participate therein at theExecutive’s own cost and expense) and may, at its option, either direct the Executive to pay thetax claimed and sue for a refund or contest the claim in any permissible manner, and the Executiveagrees to prosecute such contest to a determination before any administrative tribunal, in a courtof initial jurisdiction and in one or more appellate courts, as the Company shall determine;provided, however, that if the Company directs the Executive to pay the tax claimedand sue for a refund, the Company shall advance the amount of such payment to the Executive on aninterest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis,from any Excise Tax or income or other tax, including interest or penalties with respect thereto,imposed with respect to such advance; and providedfurther, that any extension ofthe statute of limitations relating to payment of taxes for the taxable year of the Executive withrespect to which the contested amount is claimed to be due is limited solely to such contestedamount. Furthermore, the Company’s control of any such contested claim shall be limited to issueswith respect to which a Gross-Up Payment would be payable hereunder and the Executive shall beentitled to settle or contest, as the case may be, any other issue raised by the Internal RevenueService or any other taxing authority.          (g) If, after the receipt by the Executive of an amount advanced by the Company pursuant toSection 5(f), the Executive receives any refund with respect to such claim, the Executive shall(subject to the Company’s complying with the requirements of Section 5(f)) promptly pay to theCompany the amount of such refund (together with any interest paid or credited thereon after anytaxes applicable thereto). If, after the receipt by the Executive of an amount advanced by theCompany pursuant to Section 5(f), a determination is made that the Executive shall not be entitledto any refund with respect to such claim and the Company does not notify the Executive in writingof its intent to contest such denial or refund prior to the expiration of 30 days after suchdetermination, then such advance shall be forgiven and shall not be required to be repaid and theamount of any such advance shall offset, to the extent thereof, the amount of any Gross-Up Paymentrequired to be paid by the Company to the Executive pursuant to this Section 5.
 

 
     **6. No Mitigation Obligation; Obligations Absolute.**The payment of the severancecompensation by the Company to the Executive in accordance with the terms of this Agreement ishereby acknowledged by the Company to be reasonable, and the Executive will not be required tomitigate the amount of any payment or other benefit provided in this Agreement by seeking otheremployment or otherwise, nor will any profits, income, earnings or other benefits from any sourcewhatsoever create any mitigation, offset, reduction or any other obligation on the part of theExecutive hereunder or otherwise, except as expressly provided in Section 12 hereof. Theobligations of the Company to make the payments and provide the benefits provided herein to theExecutive are absolute and unconditional (except as provided herein) and may not be reduced underany circumstances, including without limitation any set-off, counterclaim, recoupment, defense orother right which the Company may have against the Executive or any third party at any time.     **7. Continuing Obligations.**          (a) Confidentiality. The Executive shall hold in a fiduciary capacity for thebenefit of the Company all secret or confidential information, knowledge or data relating to theCompany or any of its affiliated companies, and their respective businesses, which shall have beenobtained by the Executive during the Executive’s employment by the Company and which shall not beor become public knowledge (information that has become public knowledge shall not include anyinformation that has entered the public domain as a result of acts or omissions by the Executive orrepresentatives of the Executive in violation of this Agreement). After termination of theExecutive’s employment with the Company and its subsidiaries for any reason, the Executive shallnot, without the prior written consent of the Company or as may otherwise be required by law orlegal process, communicate or divulge any such information, knowledge or data to anyone other thanthe Company and those designated by it.          (b) Non-Solicitation. During the term of this Agreement and for a period of twelve(12) months after the Termination Date, the Executive shall not, directly or indirectly, employ orretain or solicit for employment or arrange to have any other person, firm, or other entity employor retain or solicit for employment or otherwise participate in the employment or retention of anyperson who is an employee of the Company.          (c) Cooperation. Executive agrees to cooperate with the Company and its attorneys inconnection with any and all lawsuits, claims, investigations, or similar proceedings that have beenor could be asserted at any time arising out of or related in any way to Executive’s employment bythe Company or any of its subsidiaries.          (d) Non-Disparagement. At all times following the Termination Date, the Executiveagrees not to disparage the Company or any of its directors or executive officers, or otherwisemake comments harmful to the Company’s business or reputation          (e) Blue Penciling. It is expressly understood and agreed that although theExecutive and the Company consider the restrictions contained in Sections 7(a) through (d) to bereasonable, if a judicial determination is made by a court of competent jurisdiction that the timeor territory or any other restriction contained in this Agreement is an unenforceable restrictionagainst the Executive, the provisions of this Agreement shall not be rendered void but shall be
 

 
deemed amended to apply as to such maximum time and territory and to such maximum extent assuch court may judicially determine or indicate to be enforceable. Alternatively, if any court ofcompetent jurisdiction finds that any restriction contained in this Agreement is unenforceable, andsuch restriction cannot be amended so as to make it enforceable, such finding shall not affect theenforceability of any of the other restrictions contained herein.     **8. Successors.**          (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany, by agreement in form and substance reasonably satisfactory to the Executive to expresslyassume and agree to perform this Agreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession had taken place. Failure of suchsuccessor entity to enter into such agreement prior to the effective date of any such succession(or, if later, within three business days after first receiving a written request for suchagreement) shall constitute a breach of this Agreement and shall entitle the Executive to terminateemployment pursuant to Section 2(a)(ii) and to receive the payments and benefits provided underSection 4. As used in this Agreement, “**Company**” shall mean the Company as herein before defined andany successor to its business and/or assets as aforesaid which executes and delivers the Agreementprovided for in this Section 7 or which otherwise becomes bound by all the terms and provisions ofthis Agreement by operation of law.          (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If the Executive dies while any amounts are payable to him hereunder, allsuch amounts, unless otherwise provided herein, shall be paid in accordance with the terms of thisAgreement to the Executive’s designee or, if there is no such designee, to the Executive’s estate.     **9. Notices.**For all purposes of this Agreement, all communications, including withoutlimitation notices, consents, requests or approvals, required or permitted to be given hereunderwill be in writing and will be deemed to have been duly given when hand delivered or dispatched byelectronic facsimile transmission (with receipt thereof orally confirmed), or five business daysafter having been mailed by United States registered or certified mail, return receipt requested,postage prepaid, or three business days after having been sent by a nationally recognized overnightcourier service such as FedEx, UPS, or DHL, addressed to the Company (to the attention of theSecretary of the Company, with a copy to the General Counsel of the Company) at its principalexecutive office and to the Executive at the Executive’s principal residence, or to such otheraddress as any party may have furnished to the other in writing and in accordance herewith, exceptthat notices of changes of address shall be effective only upon receipt.     **10. Governing Law.**The validity, interpretation, construction and performance of thisagreement shall be governed by the laws of the State of Texas, without regard to conflicts of lawprinciples.     **11. Miscellaneous.**No provisions of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in a writing signed by the Executive andthe
 

 
Company. No waiver by either party hereto at any time of any breach by the other party heretoof, or compliance with, any condition or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or anyprior or subsequent time. No agreements or representations, oral or otherwise, express or implied,with respect to the subject matter hereof have been made by either party which are not set forthexpressly in this Agreement (or in any employment or other written agreement relating to theExecutive). Nothing expressed or implied in this Agreement will create any right or duty on thepart of the Company or the Executive to have the Executive remain in the employment of the Companyor any subsidiary prior to or following any Change in Control. The Company may withhold from anyamounts payable under this Agreement all federal, state, city or other taxes as the Company isrequired to withhold pursuant to any law or government regulation or ruling. In the event that theCompany refuses or otherwise fails to make a payment when due and it is ultimately decided that theExecutive is entitled to such payment, such payment shall be increased to reflect an interestfactor, compounded annually, equal to the prime rate in effect as of the date the payment was firstdue plus two points. For this purpose, the prime rate shall be based on the rate identified byChase Manhattan Bank as its prime rate.     All headings and section references used herein are for convenience only and do not constitutea part of this Agreement. Where specific language is used to clarify by example a generalstatement contained herein, such specified language shall not be deemed to modify, limit orrestrict in any manner the construction of the general statement to which it relies. The languageused in this Agreement is deemed to be the language chosen by the parties hereto to express theirmutual intent, and no rule of strict construction shall be applied against any such party.     **12. Reduction for Other Severance.**Any payments or other benefits provided to theExecutive under this Agreement shall be offset or reduced by any payments or other benefitsprovided under any severance plan or employment agreement which the Executive is eligible toreceive (or has received) as a result of the termination of the Executive’s employment.     **13. Separability.**The invalidity or unenforceability of any provisions of this Agreementshall not affect the validity or enforceability of any other provision of this Agreement, whichshall remain in full force and effect.     **14. Non-assignability.**This Agreement is personal in nature and neither of the partieshereto shall, without the consent of the other, assign or transfer this Agreement or any rights orobligations hereunder, except as provided in Section 8. Without limiting the foregoing, theExecutive’s right to receive payments hereunder shall not be assignable or transferable, whether bypledge, creation of a security interest or otherwise, other than a transfer by will or by the lawsof descent or distribution, and in the event of any attempted assignment or transfer by theExecutive contrary to this Section 14 the Company shall have no liability to pay any amount soattempted to be assigned or transferred to any person other than the Executive or, in the event ofdeath, the Executive’s designated beneficiary or, in the absence of an effective beneficiarydesignation, the Executive’s estate.     **15. Effectiveness; Term.**This Agreement will be effective and binding as of the date firstabove written immediately upon its execution and shall continue in effect through the secondanniversary of such date; provided, however, that the term of this Agreement shallautomatically be extended for an
 

 
additional day for each day that passes so that there shall at any time be two years remainingin the term unless the Company provides written notice to the Executive that it does not wish theterm of this Agreement to continue to be so extended, in which case the Agreement shall terminateon the second anniversary of such notice if there has not been a Change in Control prior to suchsecond anniversary. In the event that a Change in Control has occurred during the term of thisAgreement, then this Agreement shall continue to be effective until the second anniversary of suchChange in Control. Notwithstanding any other provision of this Agreement, if, prior to a Change inControl, the Executive ceases for any reason to be an employee of the Company and any subsidiary(other than a termination of employment pursuant to Section 2(d) hereof), thereupon without furtheraction the term of this Agreement shall be deemed to have expired and this Agreement willimmediately terminate and be of no further effect. For purposes of this Section 15, the Executiveshall not be deemed to have ceased to be an employee of the Company and any subsidiary by reason ofthe transfer of the Executive’s employment between the Company and any subsidiary, or among anysubsidiaries. Notwithstanding any provision of this Agreement to the contrary, the parties’respective rights and obligations under Sections 4 through 8 will survive any termination orexpiration of this Agreement or the termination of the Executive’s employment following a Change inControl for any reason whatsoever.     **16. Counterparts.**This Agreement may be executed in one or more counterparts, each of whichshall be deemed to be an original but all of which together will constitute one and the sameagreement.     **17. Code Section 409A.**Notwithstanding any other provision of this Agreement to thecontrary, the Company shall modify the time and/or form of any payment or benefit providedhereunder any if and to the extent that the Company or the Executive determines such modificationto be necessary or advisable to avoid the imposition upon the Executive of earlier or additionaltaxes pursuant to Code Section 409A (including, without limitation, to the extent necessary if theExecutive has received payments or benefits that would be aggregated with such payment or benefitunder any other plan or agreement of the Company). In making any such modification, thedetermination by the Company or the Executive must be made in good faith, be based on advice ofcounsel and be designed, in the Company’s sole judgment, to fulfill as closely as possible theCompany’s original commitment to the Executive with respect to the payment or benefit beingmodified to comply with Section 409A without increasing the Company’s costs in providing suchpayment or benefit No modification shall be made by the Company without the Executive’s priorwritten consent.[SIGNATURE PAGE FOLLOWS]
 

 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as ofthe day and year first above set forth.Endeavour International Corporation**Signatures**/s/ William L. Transier