November 30, 2010 and (iii) extend the period of exercisability of the stock option granted bythe Company to Consultant on December 10, 2008 until 5 p.m. on December 10, 2013. However, in noevent will Consultant be permitted to exercise the Unvested Options before the expiration of sevendays after Consultant signs this Agreement without revocation (the “Effective Date”).     (b) On or before the Separation Date, the Compensation Committee of the Board of Directors ofthe Company shall accelerate the vesting of the restricted stock award granted by the Company toConsultant on December 6, 2006 so that on or before the Separation Date all substantial risk offorfeiture restrictions applicable to the restricted stock award shall lapse and Consultant shallhave a fully nonforfeitable interest in the shares of the Company’s common stock subject to therestricted stock award.     (c) The Company shall pay Consultant a fee of $33,333 per month commencing with the SeparationDate (assuming the Effective Date occurs) and ending December 31, 2010, unless terminated sooner asprovided herein (the “Consulting Period”), said fee to be prorated for partial months.Consultant’s fees earned during the six-month period commencing on the date of Consultant’sseparation from service will be accumulated and paid to Consultant on the date that is six monthsfollowing the date of Consultant’s separation from service, together with interest on suchaccumulated amounts calculated using an interest rate equal to the lesser of (i) the six-monthInterbank Offered Rate in effect on the date of Consultant’s separation from service and (ii) theinterest rate generally paid by the Company under its credit facility on the date of Consultant’sseparation from service. Thereafter, Consultant’s consulting fees earned during the remainder ofthe Consulting Period will be paid on a monthly basis. For purposes of this Agreement the term“separation from service” has the meaning ascribed to that term in Section 409A of the InternalRevenue Code of 1986, as amended.     (d) The Company shall pay Consultant for all earned but unused vacation he is entitled to asof the Separation Date, to be paid to him within five (5) business days after the Effective Date.The Company’s payment of the compensation described in clauses (a), (b), and (d) of this Section 3is subject to applicable federal, state and local taxes and withholding. Consultant shall have noright to any further payments or benefits, however calculated or paid, including bonuses,commissions, or incentive compensation.**4.****Consultation With Attorney, Review Period and Revocation Period****.**     (a) Consultant is advised, and acknowledges that he has been advised, to consult with anattorney before executing this Agreement concerning the meaning, import, and legal significance ofthis Agreement. Consultant acknowledges that he has read this Agreement, as signified by hissignature hereto, and is voluntarily executing the same after advice of counsel for the purposesand consideration expressed in this Agreement.     (b) Consultant acknowledges that he has been provided with a period of at least 21 days withinwhich to consider, review, and reflect on the terms of this Agreement. In the event that heexecutes this Agreement prior to the expiration of the 21-day period, he hereby waives the balanceof said period.
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     (c) Consultant has seven days in which he may revoke this Agreement after he signs it. ThisAgreement shall not be effective until the expiration of seven days after Consultant signs itwithout revocation. Any amounts payable under this Agreement shall be paid no sooner than theexpiration of seven days after Consultant signs it. Any revocation of this Agreement must bedelivered to the Company, Attention: Greg Fata, at 2435 N. Central Expressway, Richardson, Texas75080, before the expiration of seven days after Consultant signs this Agreement.**5.****Releases****.**In exchange for the promises and covenants contained in this Agreement, theParties covenant and agree as follows:     (a) Release And Waiver By Consultant. For and in consideration of the compensationdescribed in Section 3, as well as the covenants and promises contained in this Agreement, thereceipt and sufficiency of which are acknowledged, Consultant, on behalf of himself and his family,assigns, representatives, agents, heirs and attorneys, if any, fully, finally, and foreverreleases, acquits and discharges the Company, along with its former and present parents,subsidiaries, and affiliates, and its and their respective predecessors, successors and assigns, ifany, as well as its and their respective former and present officers, administrators, directors,shareholders, general or limited partners, representatives, agents, employees and attorneys, ifany, jointly and severally (collectively, the “Released Parties”), from any and all claims,demands, actions, liabilities, obligations and causes of action of whatever kind or character,whether known or unknown, that Consultant or anyone on his behalf or for his benefit has or mightclaim to have against the Released Parties for any and all injuries, harm, damages (actual andpunitive), penalties, costs, losses, expenses, attorneys fees and liability or other detriment, ifany, whatsoever and whenever incurred or suffered by Consultant arising out of, relating to, or inconnection with any transaction, occurrence or omission that transpired before the execution ofthis Agreement, including, without limitation:          (i) any claim under federal, state, or local law that provides civil remedies for theenforcement of rights arising out of the employment relationship, including, without limitation,discrimination and retaliation claims, such as claims or causes of action under Title VII of theCivil Rights Act of 1964. as amended, 42 U.S.C. § 2000 *et seq.;*The Civil Rights Act of 1866, asamended, 42 U.S.C. § 1981; The Civil Rights Act of 1991. as amended, 42 U.S.C. § 1981a; **AgeDiscrimination in Employment Act, as amended, 29 U.S.C. § 621*****et seq.****;*Americans With DisabilitiesAct, as amended, 42 U.S.C. § 12101 *et seq.;*Fair Labor Standards Act, as amended, 29 U.S.C. § 201,*et seq.;*Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1000 *et seq.;*Family andMedical Leave Act, as amended, 29 U.S.C. § 2601, *et seq.;*the Texas Commission on Human Rights Act,as amended, Texas Labor Code § 21.001, *et seq.;*or any other statute prohibiting discrimination orretaliation in employment under any federal, state, or local law; and          (ii) except as set forth in the proviso to this Section 5(a), claims for unpaid or withheldwages, relocation allowances or benefits, other benefits, commissions, stock options, bonuses orprofit-sharing, wrongful discharge, breach of contract, breach of fiduciary duty, promissoryestoppel, fraud, breach of any implied covenants, assault, battery, negligence, defamation,invasion of privacy, slander, intentional infliction of emotional distress, or any other contract,tort, or statutory claim;
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provided that nothing in this Agreement shall be construed as a release by Consultant of any (i)salary earned through the Separation Date, (ii) outstanding expense reimbursement claims as of theSeparation Date in accordance with the Company’s policies, (iii) rights under the Company’s 401(k)Plan earned through the Separation Date, (iv) rights under the Company’s medical and dentalinsurance plan to which Consultant is entitled through the Separation Date, (v) rights ofConsultant to indemnification and advance of expenses pursuant to the Company’s bylaws and pursuantto the indemnification assurance agreement dated as of April 21, 2006, and amended December 31,2008, between the Parties (the “Indemnification Documents”), (vi) rights of the Consultant underany insurance policies maintained by the Company and (vii) rights of Consultant under thisAgreement;Consultant covenants and agrees that he will not initiate, or cause to be initiated, any action orcause of action against the Company or any of the other Released Parties in the future assertingany claim covered by the release contained in this Agreement. Consultant further agrees toindemnify the Company and all other Released Parties for (i) any additional sum of money that anyof them may be compelled to pay Consultant as a result of a claim covered by this release, and (ii)any of the associated legal fees, costs and expenses of the Company or any other Released Party onaccount of Consultant bringing or allowing to be brought on his behalf any legal action baseddirectly or indirectly on the claims covered by the release.     (b) Release and Waiver by the Company. The Company covenants and agrees that it willnot initiate, or cause to be initiated, any action or cause of action against Consultant assertinga claim associated with Consultant’s duties and responsibilities as an employee of the Company, ifacting within the scope of his employment and not illegally. The Company further agrees toindemnify Consultant for any sum of money that Consultant may be compelled to pay, together withassociated legal fees, costs and expenses, as a result of any action or claim brought by theCompany or any Released Party that the Company has agreed not to initiate pursuant to theimmediately preceding sentence. Notwithstanding the foregoing, nothing in this Agreement shall beconstrued as a release by the Company of any (i) rights of the Company under the Xanser CorporationProprietary Information, Inventions and Non-Solicitation Agreement dated July 5, 2005, betweenConsultant and the Company (the “Proprietary Information Agreement”) and (ii) rights of the Companyunder this Agreement. The Company shall pay Consultant the indemnification and reimbursementamounts described in this Section 5(b) within ten business days after the delivery of Consultant’swritten request for the payment accompanied by such evidence of costs and expenses as the Companymay reasonably require. The parties intend and agree that such ten business day deadline is not tobe extended as a result of the following sentence which is included solely for the purpose ofcomplying with Section 409A. The Company shall pay Consultant the indemnification and reimbursementamount described in this Section 5(b) by the last day of the Consultant’s taxable year followingthe taxable year in which Consultant incurred such costs and expenses. The costs and expenses thatare subject to reimbursement pursuant to this Section 5(b) shall not be limited as a result of whenthe costs and expenses are incurred. The amount of costs and expenses eligible for reimbursementpursuant to this Section 5(b) during a given taxable year of Consultant shall not affect the amountof costs and expenses eligible for reimbursement in any other taxable year of Consultant. The rightto reimbursement pursuant to this Section 5(b) is not subject to liquidation or exchange foranother benefit.
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     (c) The Parties acknowledge and agree that although Section 5(a) prohibits Consultant fromfiling a lawsuit concerning claims covered by the release, it does not prohibit Consultant fromlodging a complaint with or participating in a proceeding before any governmental agency orchallenging whether this Agreement was entered into on a knowing and voluntary basis.     (d) Consultant acknowledges and agrees that the payment of monies under this Agreementconstitutes monies to which Consultant was not previously entitled and, further, that the paymentof monies under this Agreement constitutes fair and adequate consideration for the execution ofthis Agreement.**6.****Consulting Services****.**The Company shall retain Consultant as a consultant to the Companyduring the Consulting Period. Consultant accepts this appointment and agrees to perform theservices described in this Agreement with all due skill and care. Consultant’s services shall beprovided in connection with such assignments as the Company may make from time to time within thearea of Consultant’s expertise. Consultant shall report to the Chief Executive Officer of theCompany (the “Company Representative”), or to the Company Representative’s designees. Consultantshall be an independent contractor. Subject to Consultant’s other existing commitments, Consultantshall devote sufficient time, attention and energies to the business and interests of the Company,shall diligently and to the best of his ability perform such duties incident to the provisions ofthis Agreement, and shall perform such other duties as requested by the Company commensurate withthe terms of this Agreement. All reasonable expenses, including but not limited to lodging, mealsand plane fare incurred by Consultant in accordance with existing policies of the Company andrelating to the performance by Consultant of his duties pursuant to this Section 6 will bereimbursed by the Company in accordance with the Company’s existing policies. Reimbursement shallbe made on the basis of itemized statements submitted by Consultant, including, whenever possible,actual bills, original receipts, ledgers or other evidence of expenditures as requested by theCompany and its accountants. The parties intend and agree that any deadlines for reimbursing suchexpenses that are specified in the Company’s reimbursement policies are not to be extended as aresult of the following sentence which is included solely for the purpose of complying with Section409A. The Company shall pay Consultant the amount of such expenses by the last day of theConsultant’s taxable year following the taxable year in which Consultant incurred such expenses.The expenses that are subject to reimbursement pursuant to this Section 6 shall not be limited as aresult of when the expenses are incurred. The amount of expenses eligible for reimbursementpursuant to this Section 6 during a given taxable year of Consultant shall not affect the amount ofexpenses eligible for reimbursement in any other taxable year of Consultant. The right toreimbursement pursuant to this Section 6 is not subject to liquidation or exchange for anotherbenefit. Consultant represents that he is familiar with the safety, confidentiality and otherpolicies, codes and rules of the Company and shall comply with them. In performing his dutiesunder this Agreement, Consultant shall also comply with all governmental laws, regulations, rulesand orders applicable to the Company. Consultant shall promptly report to the CompanyRepresentative any violation or suspected violation or any governmental laws, regulations, rules ororders applicable to the Company or any violation of any policies, codes or rules of the Company.Consultant shall have no authority to obligate the Company in any manner whatsoever, includingwithout limitation incurring expenses or entering into contracts, in the absence of specific priorwritten authority from the Company Representative permitting Consultant to do so. Consultantacknowledges that his services as a consultant under this Section
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6 shall not entitle him to any rights or benefits afforded to employees of the Company or any ofits subsidiaries, including such benefits as worker’s compensation insurance, health insurance,sick leave, retirement benefits or any other employment benefit. Consultant agrees that he issolely responsible for paying when due all income taxes, including estimate taxes, as a result ofor in connection with the compensation paid by the Company to Consultant for services renderedunder this Section 6. The consulting arrangements described in this Section 6 may be terminated bythe Company at any time for material breach by the Consultant on ten days’ written notice, if theConsultant has failed to remedy the breach leading to the termination during that period, and ifthere is such a termination, the Consulting Period shall also terminate for the purposes of Section3(c).The Consultant agrees that any business opportunity involving industrial maintenance services thatcomes to the Consultant’s attention during the Consulting Period will be disclosed to the Company,unless such business opportunity is subject to an agreement with a third party which exists on theeffective date of this Agreement. The Company will promptly determine whether it wishes to pursueand participate in any such business opportunity. If the Company declines to participate in anysuch business opportunity, the Consultant shall be free to pursue such business opportunityhimself.**7.****Nondisparagement; Cooperation****.**Each Party agrees to refrain from engaging in anyconduct, verbal or otherwise, that would disparage or harm the reputation of the other. Suchconduct shall include, but not be limited to, any negative statements made verbally or in writingby Consultant about the Company or any of the Released Parties, or by the Company or any of theReleased Parties about Consultant. During and after the Consulting Period, the Consultant agreesto cooperate with the Company and its advisors in connection with business matters in which theConsultant was involved or any claims, investigations, administrative proceedings or lawsuits whichrelate to his employment with the Company and of which the Consultant has knowledge. Any requestfor cooperation will be upon reasonable advance notice. The Company shall pay Consultant’sreasonable out of pocket expenses in connection with such cooperation.**8.****Property and Confidential Information****.**     (a) Consultant acknowledges that the Company has furnished, and may continue to furnish, himwith information (the “Confidential Information”) that is secret, non-public or otherwiseconfidential, including without limitation: the Company’s technical and business information,whether patentable or not, which is of a confidential, trade secret, or proprietary character, andwhich was either developed by the Company, with others or by others; lists of customers; identityof customers; identity of prospective customers; contract terms; bidding information andstrategies; pricing methods or information; computer software; computer software methods anddocumentation; hardware; the Company’s methods of operation; the procedures, forms and techniquesused in servicing the Company’s customers; claims or potential claims by or against the Company orany other Released Party, strategies and future plans, and corporate governance matters. Inconsideration of receiving and retaining payments or benefits under this Agreement, Consultantshall not disclose to anyone, including without limitation, any person, firm, corporation or otherentity, or publish, or use for any purpose, any Confidential Information, except as explicitlyauthorized in writing by the Company. Consultant agrees that if it appears that Consultant will becompelled by law or judicial process to disclose any Confidential Information to avoid potentialliability, Consultant will notify the Company in
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writing immediately upon Consultant’s receipt of a subpoena or other legal process and willcooperate with the Company to minimize publication of the subject Confidential Information. Theagreements contained in the foregoing two sentences shall terminate on the third anniversary of theEffective Date.     (b) Notwithstanding the provisions of Section 8(a), Consultant is authorized to use theConfidential Information as necessary for the performance of services as a consultant for theCompany under Section 6 of this Agreement. Upon termination of the Consulting Term, Consultantwill promptly return to the Company all originals and copies of all documents and information inany form relating to the business of the Company or any of the other Released Parties.**9.****Choice Of Law And Venue****.**The Parties agree that the Agreement shall be performed inDallas County, Texas and that the laws of the State of Texas shall govern the enforceability,interpretation and legal effect of this Agreement. The Parties also agree that venue of any actionto enforce the provisions of this Agreement, or any document executed in connection with thisAgreement, shall be in Dallas County, Texas.**10.****Entire Agreement****.**This Agreement constitutes the entire understanding and agreement ofthe Parties, and supersedes prior understandings and agreements, if any, among or between theParties with respect to the subject matter of this Agreement. There are no representations,agreements, arrangements or understandings, oral or written, concerning the subject matter of thisAgreement between the Parties that are not fully expressed or incorporated by reference in thisAgreement. Notwithstanding the foregoing two sentences of this Section 10, any existing agreementsbetween Consultant and the Company or any of its subsidiaries or affiliates with respect toproprietary information, inventions, non-competition or non-solicitation, including withoutlimitation the Proprietary Information Agreement, shall remain in full force and effect.**11.****Amendments****.**Any modification of this Agreement or additional obligation assumed byeither Party in connection with this Agreement shall be binding only if evidenced in writing signedby each Party. This Agreement cannot be changed or terminated orally, but may be changed onlythrough a written document executed by both Parties.**12.****Severability****.**If any term of this Agreement shall be determined by a court ofcompetent jurisdiction to be illegal, invalid, unconscionable or unenforceable, the remainingprovisions will remain effective and legally binding, and the illegal, invalid, unconscionable orunenforceable term shall be deemed not to be a part of this Agreement.**13.****Binding Effect****.**This Agreement and the terms, covenants, conditions, provisions,obligations, undertakings, rights and benefits of this Agreement shall be binding on, and shallinure to the benefit of, the Parties and their respective heirs, executors, administrators,representatives, officers, directors, shareholders, predecessors, successors, parents,subsidiaries, affiliated entities, spouses, agents, attorneys, servants, consultants, principals,partners, whether limited or general, and assigns, if any. Each of the Parties represents andwarrants that he or it has the authority to act on his or its behalf and to bind him or it to thisAgreement.**14.****Disputes Relating to Agreement****.**If any action at law or in equity, including withoutlimitation an action for declaratory relief, is brought to enforce or interpret the provisions ofthis
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Agreement, the party prevailing in the action shall recover from the adverse party his or itsactual damages and reasonable costs and expenses, including without limitation reasonableattorneys’ fees incurred in connection with the action. In the event of the violation or threatenedviolation of any of the covenants or promises in this Agreement, the non-breaching party shall beentitled to injunctive relief, both preliminary and final, enjoining and restraining the violationor threatened violation, which injunctive relief shall be in addition to all other remediesavailable to the non-breaching party, at law or in equity.**15.****Free Will****.**Each Party acknowledges that he or it has had an opportunity to consultwith his or its attorneys concerning the meaning, import, and legal significance of this Agreement,and each has read this Agreement, as signified by their signatures on this Agreement, and arevoluntarily executing same after advice of counsel for the purposes and consideration hereinexpressed. Each of Consultant and the individual executing this Agreement on behalf of the Companyacknowledges that he is under no duress or legal infirmity of any kind that would affect hisability to understand and execute this Agreement.     IN WITNESS WHEREOF, the Parties have executed this Agreement, to be effective as set forth inthis Agreement.      **COMPANY:**