3 Compensation.          3.1 Base Salary. During the Term, the Company will pay to Executive a base salary atthe rate of $348,400 per year, payable in accordance with the Company’s practices in effect fromtime to time (“***Base Salary***”). Amounts payable shall be reduced by standard withholding and otherauthorized deductions. Such Base Salary shall be reviewed during the Term for increase (but notdecrease) in the sole discretion of the Board, or such individual, group or committee that theBoard may select as its delegate, not less frequently than annually during the Term. In conductingany such review, the Board or such delegate shall consider and take into account, among otherthings, any change in Executive’s responsibilities, performance of Executive, the compensation ofother similarly situated executives of comparable companies and other pertinent factors. Onceincreased, Executive’s Base Salary shall not be decreased except upon mutual agreement between theparties, and, as so increased, shall constitute Base Salary hereunder.          3.2 Bonuses; Incentive, Savings and Retirement Plans; Welfare Benefit Plans.               (a) Executive shall be entitled to participate in all annual and long-term bonuses andincentive, savings and retirement plans generally available to other similarly situated executiveemployees of the Company. Executive, and Executive’s family as the case may be, shall be eligibleto participate in and receive all benefits under welfare benefit plans, practices, programs andpolicies provided to other similarly situated executive employees of the Company, including,without limitation, medical, prescription, dental, disability, salary continuance, employee life,group life, accidental death and travel accident insurance plans and programs. The Companyreserves the right to modify, suspend or discontinue any and all of its benefits referred to inthis Section 3.2 at any time without recourse by Executive so long as such action is takengenerally with respect to other executives and does not single out Executive.               (b) In addition to his Base Salary, for each fiscal year ending during the Term, Executivewill be entitled to participate in the Cinemark Holdings, Inc. Performance Bonus Plan (the “***AnnualBonus Plan***”), as such Annual Bonus Plan may be amended from time to time, or pursuant to the termsof any successor plan. If the performance targets specified by the Compensation Committee of theBoard are satisfied, Executive will receive an annual incentive cash bonus (the “***Annual Bonus***”)based upon the award opportunity parameters and performance targets established by the CompensationCommittee of the Board pursuant to the terms of the Annual Bonus Plan. The amount of the AnnualBonus award opportunity and the performance targets that must be satisfied to receive such AnnualBonus award will be established by the Compensation Committee, in its sole discretion, each fiscalyear pursuant to the terms of the Annual Bonus Plan. All such Annual Bonus award payments will bepayable as specified pursuant to the terms of the Annual Bonus Plan and will be reduced by standardwithholding and other authorized deductions.               (c) Equity Awards. Executive will be eligible to participate in and receive grants ofequity incentive awards (“***Equity Awards***”) under the Company’s Amended and Restated 2006 Long TermIncentive Plan (the “***Equity Incentive Plan***”), as such Equity Incentive Plan may be amended fromtime to time, or pursuant to the terms of any successor plan. Equity Awards to Executive may begranted at such times and subject to such terms and conditions as the Equity Incentive Planadministrator shall determine. Executive has received prior grants of Stock Options which shallcontinue to be subject to the terms of this Agreement provided herein. Upon the consummation of aSale of the Company, Executive’s Equity Awards will accelerate and become fully vested (assumingExecutive is then, and has been continuously, employed by the Company or any of its Subsidiaries).For purposes hereof, “***Sale of the Company***” is defined and has the meaning specified in the EquityIncentive Plan.          3.3 Fringe Benefits. Executive shall be entitled to receive fringe benefitsconsistent with Executive’s duties and position, and in accordance with the benefits provided toother similarly situated executive employees of the Company. The Company reserves the right tomodify, suspend or discontinue any and all of its fringe benefits referred to in this Section3.3 at any time without recourse by Executive so long as such action is taken generally withrespect to other similarly situated peer executives and does not single out Executive.
 

 
          3.4 Travel and Expenses. Executive shall be entitled to reimbursement for expensesincurred in the furtherance of the business of the Company in accordance with the Company’spractices and procedures, as they may exist from time to time. Executive may, in his discretion,elect to purchase, and be reimbursed for, business class tickets on any international flights whichscheduled flight time exceeds five hours. Executive shall keep complete and accurate records ofall expenditures such that Executive may substantiate and fully account for such expenses accordingto the Company’s practices and procedures.          3.5 Vacation. Executive shall be entitled to twenty (20) days paid vacation and otherabsences from work in accordance with the Company’s vacation and absence policy in effect at thetime of such vacations or absences.          3.6 Payment of Compensation and Benefits. Executive acknowledges and agrees that allpayments required to be paid to Executive and benefits to be provided to Executive may be paid orprovided by the Company, its successor or any other Subsidiary of the Company.     4 Confidential Information; Non-Competition; Non-Solicitation.          4.1 General. Executive acknowledges that during his employment and as a result of hisrelationship with the Company and its affiliates, Executive has obtained and will obtain knowledgeof, and has been given and will be given access to, information, including, but not limited to,information regarding the business, operations, services, proposed services, business processes,advertising, marketing and promotional plans and materials, price lists, pricing policies, ticketsales, film licensing, purchasing, real estate acquisition and leasing, other financial informationand other trade secrets, confidential information and proprietary material of the Company and itsaffiliates or designated as being confidential by the Company or its affiliates which are notgenerally known to non-Company personnel, including information and material originated, discoveredor developed in whole or in part by Executive (collectively referred to herein as “***ConfidentialInformation***”). The term “Confidential Information” does not include any information which (i) atthe time of disclosure is generally available to the public (other than as a result of a disclosureby Executive in breach of this Agreement), or (ii) was available to Executive on a non-confidentialbasis from a source (other than the Company or its Affiliates or their representatives) that is notand was not prohibited from disclosing such information to Executive by a contractual, legal orfiduciary obligation. Executive agrees that during the Term and, to the fullest extent permittedby law, thereafter, Executive will, in a fiduciary capacity for the benefit of the Company and itsaffiliates, hold all Confidential Information strictly in confidence and will not directly orindirectly reveal, report, disclose, publish or transfer any of such Confidential Information toany Person, or utilize any of the Confidential Information for any purpose, except in furtheranceof Executive’s employment under this Agreement and except to the extent that Executive may berequired by law to disclose any Confidential Information. Executive acknowledges that the Companyand its affiliates are providing Executive additional Confidential Information that Executive wasnot given prior to execution of this Agreement, as further consideration to Executive for executingthis Agreement, including the promises and covenants made by Executive in this Section 4.          4.2 Non-Competition. In further consideration of the compensation to be paid toExecutive hereunder, Executive acknowledges that during the course of his employment with theCompany and its Subsidiaries, he has, and will, become familiar with the trade secrets of theCompany and its Subsidiaries and with other Confidential Information concerning the Company and itsSubsidiaries and that his services have been and shall continue to be of special, unique andextraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, duringExecutive’s employment hereunder and for one year after the date of termination of employment (the“***Non-compete Period***”), he shall not directly or indirectly own any interest in, manage, control,participate in, consult with, render services for, be employed in an executive, managerial oradministrative capacity by, or in any manner engage in, any Competing Business. For purposeshereof, “***Competing Business***” means any business that owns, operates or manages any movie theatrewithin a 25-mile radius (if such theatre is outside of a Major DMA) or a 10-mile radius (if suchtheatre is within a Major DMA) of any theatre (i) being operated by the Company or any of itsSubsidiaries during Executive’s employment hereunder (but excluding any theatres which the Companyand its Subsidiaries have ceased to operate as of the date of the termination of Executive’semployment hereunder), or (ii) under consideration by the Company or any of its Subsidiaries foropening as of the date of termination of employment; “***Major DMA***” means a Designated Market Areawith a number of households in excess of 700,000; “***Designated Market Area***” means each of thosecertain geographic market areas for the United States
 

 
designated as such by Nielsen Media Research, Inc. (“***Nielsen***”), as modified from time to timeby Nielsen, whereby Nielsen divides the United States into non-overlapping geography for planning,buying and evaluating television audiences across various markets and whereby a county in theUnited States is exclusively assigned, on the basis of the television viewing habits of the peopleresiding in the county, to one and only one Designated Market Area; and all theatres operated bythe Company and its Subsidiaries in Canada shall be treated as being outside of a Major DMA.Nothing herein shall prohibit Executive from (i) being a passive owner of not more than fivepercent (5%) of the outstanding stock of any class of a corporation which is publicly traded, solong as Executive has no active participation in the business of such corporation, or (ii) duringthe one year period following the termination of Executive’s employment, owning, operating orinvesting in up to five (5) movie theatres, so long as each such theatre is outside of a 25-mileradius of the theatres being operated by the Company or any of its Subsidiaries or underconsideration by the Company or any of its Subsidiaries for opening, in each case, as of the timeof termination of Executive’s employment. During the one-year period following the termination ofExecutive’s employment for any reason, Executive shall provide reasonable notice to the Company ofhis plans for acquiring ownership in, commencing operations of, or investing in, any movie theatreprior to any such event. Notwithstanding the foregoing, Executive’s obligations under thisSection 4.2 shall terminate and become null and void if Executive terminates his employmentwith Good Reason.          4.3 Non-Solicitation. During the Term and for three (3) years thereafter (the“***Non-solicitation Period***”), Executive shall not directly or indirectly through another Person (i)induce or attempt to induce any managerial or executive-level employee of the Company or anySubsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with therelationship between the Company or any Subsidiary and any employee thereof, (ii) without theCompany’s prior written consent, hire any person who was a managerial or executive level employeeof the Company or any Subsidiary at any time during the Term or (iii) induce or attempt to induceany customer, supplier, landlord, developer, licensee, licensor, franchisee or other businessrelation of the Company or any Subsidiary to cease doing business with the Company or suchSubsidiary, or in any way interfere with the relationship between any such customer, supplier,licensee or business relation and the Company or any Subsidiary or (iv) make any negative,derogatory or disparaging statements or communications regarding the Company or its Subsidiaries orany of their officers, directors or affiliates. Notwithstanding the foregoing, after Executive’semployment is terminated for any reason, Executive may hire any former employee of the Company orany of its Subsidiaries who were involuntarily terminated by the Company or any of itsSubsidiaries.          4.4 Proprietary Interest. All inventions, designs, improvements, patents, copyrightsand discoveries conceived by Executive during Executive’s employment by the Company or itsaffiliates that are useful in or directly or indirectly related to the business of the Company andits affiliates or to any experimental work carried on by the Company or its affiliates, shall bethe property of the Company and its affiliates. Executive will promptly and fully disclose to theCompany or its affiliates all such inventions, designs, improvements, patents, copyrights anddiscoveries (whether developed individually or with other persons) and shall take all stepsnecessary and reasonably required to assure the Company’s or such affiliate’s ownership thereof andto assist the Company and its affiliates in protecting or defending the Company’s or suchaffiliate’s proprietary rights therein.          4.5 Return of Materials. Executive expressly acknowledges that all data, books,records and other Confidential Information of the Company and its affiliates obtained in connectionwith the Company’s business is the exclusive property of the Company or its affiliates and thatupon the termination of Executive’s employment by the Company or its affiliates, Executive willimmediately surrender and return to the Company or its affiliates all such items and all otherproperty belonging to the Company or its affiliates then in the possession of Executive, andExecutive shall not make or retain any copies thereof.          4.6 Property of the Company. Executive acknowledges that from time to time in thecourse of providing services pursuant to this Agreement, Executive shall have the opportunity toinspect and use certain property, both tangible and intangible, of the Company and its affiliatesand Executive hereby agrees that such property shall remain the exclusive property of the Companyand its affiliates. Executive shall have no right or proprietary interest in such property,whether tangible or intangible, including, without limitation, Executive’s customer and supplierlists, contract forms, books of account, computer programs and similar property.          4.7 Reasonable in Scope and Duration; Consideration. Executive agrees andacknowledges that the restrictions contained in this Section 4 are reasonable in scope andduration and are necessary to protect the
 

 
business interests and Confidential Information of the Company and its affiliates after theEffective Date of this Agreement, and Executive further agrees and acknowledges that he hasreviewed the provisions of this Agreement with his legal counsel. Executive acknowledges andagrees that Executive will receive substantial, valuable consideration from the Company for thecovenants contained in this Section 4, including without limitation, compensation and otherbenefits.     5 Termination.          5.1 Termination Prior to Expiration of Term. Notwithstanding anything to the contrarycontained in Section 2, Executive’s employment may be terminated prior to the expiration ofthe Term only as provided in this Section 5.          5.2 Death or Disability.               (a) The Company may terminate Executive’s employment hereunder due to death or Disability (asdefined below). If Executive’s employment hereunder is terminated as a result of death orDisability, Executive (or Executive’s estate or personal representative in the event of death)shall be entitled to receive (i) all Base Salary due to Executive through the date of termination;(ii) the actual Annual Bonus, if any, that Executive would have received in respect of the fiscalyear of the Company in which Executive’s termination of employment occurs, prorated by a fraction,the numerator of which is the number of days in such fiscal year prior to the date of terminationand the denominator of which is 365 days, payable at the same time as any Annual Bonus payments aremade to other similarly situated active executives pursuant to the terms of the Annual Bonus Planand subject to satisfaction of the performance targets for such fiscal year; (iii) any previouslyvested Equity Awards and benefits, such as retirement benefits, in accordance with the terms of theplan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items(i) through (iii) above collectively referred to as “***Accrued Employment Entitlements***”); (iv) a lumpsum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable assoon as practicable following the date of termination but not later than March 15 of the firstcalendar year following the calendar year of such termination; provided, that in the case ofDisability such payment shall be offset by the amount of Base Salary paid by the Company toExecutive or Executive’s personal representative from the date on which Executive was first unablesubstantially to perform Executive’s duties through the date of such termination; and (v) anybenefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with theterms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’sdependents shall be entitled to continue to participate in the Company’s welfare benefit plans andprograms on the same terms as similarly situated actively-employed executives for a period oftwelve months from the date of such termination. Executive and/or Executive’s dependents shallthereafter be entitled to any continuation of such benefits provided under such benefit plans or byapplicable law. Following the death or Disability of Executive, Executive’s participation underany Equity Award or other incentive compensation plan (other than Annual Bonuses included in thedefinition of Accrued Employment Entitlements) shall be governed by the terms of such plans.               (b) “***Disability***” shall mean a physical or mental impairment that (i) renders Executive unableto perform the essential functions of Executive’s positions, even with reasonable accommodationthat does not impose an undue hardship on the Company or its Subsidiaries; (ii) has existed for atleast sixty (60) consecutive days; and (iii) in the opinion of a physician mutually agreed upon bythe Company and Executive (which agreement shall not be unreasonably withheld) will last for aduration of at least one hundred eighty (180) consecutive days. Executive’s Disability shall bedetermined by the Company, in good faith, based upon information supplied by Executive and thephysician mutually agreed upon by the Company and Executive; provided, however, that suchphysician’s opinion of Executive’s Disability as defined in this Section 5.2(b) will be binding andconclusive on the parties and for purposes of this Section 5.2, Executive’s date of terminationwill be deemed the date of delivery of such opinion to the Company. Executive agrees to submit tophysical exams and diagnostic tests reasonably recommended by such physician.          5.3 Termination by the Company for Cause or by Executive because of a VoluntaryTermination.               (a) Executive’s employment hereunder may be terminated by the Company for Cause (ashereinafter defined) or by Executive under a Voluntary Termination (as hereinafter defined). If
 

 
Executive’s employment hereunder is terminated under this Section 5.3, Executive shallbe entitled to receive all Base Salary due to Executive through the date of termination.Furthermore, all previously vested rights of Executive under an Equity Award or similar incentivecompensation plan or program shall be treated in accordance with the terms of such plan or program.Except as specifically set forth in this Section 5.3, the Company shall have no furtherobligations to Executive following a termination for Cause, or a Voluntary Termination.               (b) “***Cause***” shall mean (i) subject to clause (ii) below, a felony or a violation by Executiveof federal securities laws which results in a conviction, a guilty plea or a plea of nolocontendere, (ii) the commission of fraud, embezzlement or theft by Executive in connection withExecutive’s employment hereunder; (iii) engaging in conduct involving moral turpitude that causesthe Company and its affiliates substantial public disrepute or substantial economic harm; (iv) amaterial breach of this Agreement by Executive and/or Executive’s gross neglect of Executive’sduties hereunder which is not cured to the Board’s reasonable satisfaction within fifteen (15) daysafter notice thereof is given to Executive by the Board; (v) the intentional wrongful damage tomaterial property of the Company or its affiliates; or (vi) drug or alcohol abuse or otherintentional conduct by Executive which causes the Company and its affiliates substantial publicdisrepute or substantial economic harm. Notwithstanding the foregoing, the Company shall not beentitled to terminate Executive for Cause under clause (ii) above, unless (A) the Board shall havemade a good faith investigation into the existence of the commission of the fraud, embezzlement ortheft which would serve as the basis of Executive’s termination for Cause under clause (ii) above,during which investigation the Company may place Executive on a paid administrative leave ofabsence and (B) no less than 2/3 of the members of the Board (excluding Executive if Executive isthen a member of the Board) shall have made a good faith determination that the Company is entitledto terminate Executive for Cause under clause (ii) above.               (c) “***Voluntary Termination***” shall mean a termination of employment by Executive on Executive’sown initiative other than (i) a termination due to Disability or (ii) a termination for GoodReason.          5.4 Termination by the Company without Cause or by Executive for Good Reason. TheCompany may terminate Executive’s employment hereunder without Cause, and Executive shall bepermitted to terminate Executive’s employment hereunder for Good Reason (as hereinafter defined).If the Company terminates Executive’s employment hereunder without Cause, other than due to deathor Disability, or if Executive effects a termination for Good Reason, Executive shall be entitledto receive the payments and benefits set forth in this Section 5.4.               (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long asExecutive has not breached any of the terms contained in Section 4, Executive shall beentitled to each of the following:                    (i) Executive’s Accrued Employment Entitlements;                    (ii) Executive’s annual Base Salary in effect as of the date of such termination, payable inaccordance with the Company’s normal payroll practices for a period of twelve (12) months followingany such termination; provided, however, that if Executive is, as of the date of such termination,a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, asamended (the “***Code***”), any amount that is (1) not treated as a short-term deferral within themeaning of Treas. Reg. § 1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Reg.§ 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualizedcompensation based on Executive’s annual Base Salary for the calendar year preceding the calendaryear in which termination occurs (adjusted for any increase during that year that was expected tocontinue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amountthat may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for theyear in which such termination occurs), will not be paid before the date that is six months aftersuch date of termination, or if earlier, the date of Executive’s death. Any payments or benefitsto which Executive would otherwise be entitled during such non-payment period will be accumulatedand paid or otherwise provided to Executive on the first day of the seventh month following suchdate of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (orto his estate if Executive’s spouse does not survive him). For purposes of this Section5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral withinthe meaning of Treas. Reg. § 1.409A-1(b)(4), or
 

 
within the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) shall be treated asa separate payment, provided the aggregate of the separate payments under this Section5.4(a)(ii) shall not exceed an amount equal to the Executive’s annual Base Salary in effect asof the date of such termination or for a period in excess of twelve (12) months following any suchtermination;                    (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscalyear ended prior to the date of such termination (determined without regard to any performancegoals) , payable in a lump sum within thirty (30) days following such termination of employment;provided further, that if such termination or resignation occurs within thirty (30) days prior tothe calendar year end, the payment, without interest, of the amount paid for a termination by theCompany without Cause shall be paid no earlier than January 1 of the next year; and                    (iv) Executive and Executive’s dependents shall be entitled to continue to participate in theCompany’s welfare benefit plans and insurance programs on the same terms as other actively employedexecutives for a period of twelve (12) months from the termination date. Following the expirationof such twelve-month period, Executive and/or Executive’s dependents shall be entitled to anycontinuation of benefits as are provided under such benefit plans by the Company or as are requiredto be provided in accordance with applicable law.               (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, solong as Executive has not breached any of the terms contained in Section 4, Executive shallbe entitled to the benefits provided in Section 5.4(a), except the severance benefitspecified in Section 5.4(a)(ii) (the “***Regular Severance Benefit***”) shall be payable in alump sum (the “***Permitted Lump Sum Benefit***”) to the extent it is (1) treated as a short-termdeferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or (2) does not exceed the separationpay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum ofExecutive’s annualized compensation based on Executive’s annual Base Salary for the calendar yearpreceding the calendar year in which termination occurs (adjusted for any increase during that yearthat was expected to continue indefinitely if Executive’s employment had not been terminated), or(B) the maximum amount that may be taken into account under a qualified plan pursuant to CodeSection 401(a)(17) for the year in which such termination occurs), as described in Section5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days followingsuch termination of employment; provided further, that if such termination or resignation occurswithin thirty (30) days prior to the calendar year end, the payment, without interest, of thePermitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid noearlier than January 1 of the next year and any remaining amount shall be payable in installmentsin accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii).               (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable forthe period through the date of such termination of employment, and shall remain exercisable, inaccordance with the terms contained in the plan and the agreement pursuant to which such optionawards were granted.               (d) For purposes of the calculation of Executive’s benefits under any supplemental definedbenefit plan in which Executive participates, Executive shall be credited with one additional yearof service as a result of termination pursuant to this Section 5.4.               (e) “***Good Reason***” means and shall be deemed to exist if, without the prior written consent ofExecutive, (i) Executive suffers a significant reduction in duties, responsibilities or effectiveauthority associated with Executive’s titles and positions as set forth and described in thisAgreement or is assigned any duties or responsibilities inconsistent in any material respecttherewith (other than in connection with a termination for Cause); (ii) the Company fails to payExecutive any amounts or provide any benefits required to be paid or provided under this Agreementor is otherwise in material breach of this Agreement; (iii) the Company adversely changesExecutive’s titles or reporting requirements; (iv) Executive’s Base Salary or benefits provided forhereunder are materially decreased other than as part of reductions affecting the Company’sexecutives generally; or (v) the Company transfers Executive’s primary workplace by more thantwenty (20) miles from the current workplace. No termination by Executive shall be for “GoodReason” unless written notice of such termination setting forth in particular the event(s)constituting Good Reason is delivered to the Company within thirty (30) days following the
 

 
date on which the event constituting Good Reason occurs and the Company fails to cure orremedy the event(s) identified in the notice within thirty (30) days after receipt of such notice.Notwithstanding the foregoing, the appointment of a new Chief Executive Officer as a result of thesuccession plan for Lee Roy Mitchell as approved by him and the assignment by the Board to suchChief Executive Officer of such duties, responsibilities and authority as are customarilyassociated with the position of chief executive officer of a corporation comparable to the Companyshall not in and of itself serve as the basis for Executive to terminate his employment with GoodReason under clause (i) above.          5.5 General Release. Except where the termination is the result of Executive’s deathand notwithstanding the foregoing, no payment shall be made by the Company to Executive under thisSection 5 unless otherwise required by state, local or federal law, until Executiveexecutes a general release of all claims in a form reasonably approved by the Company. The termsof any such general release will not, without the written consent of the Executive, terminate anycontinuing payment or benefit obligations hereunder by the Company to the Executive.Notwithstanding the foregoing, if the Company fails to deliver a form of general release to theExecutive by the forty-fifth (45th) day following the date of termination, the Executive will bedeemed to have satisfied the condition of this Section 5.5 without being required to execute ageneral release.          5.6 Office Support. Upon the termination of Executive’s employment hereunder for anyreason except for Cause, the Company shall make available to Executive, at the Company’s expense,an office and support services, (including, without limitation, telephone, telefax and internetaccess), at the Company’s election, either at the Company’s main office or at another suitableoffice space in the Dallas/Plano area, for a period not to exceed three (3) months following thedate of such termination.          5.7 Section 5 and this Agreement shall be administered and interpreted to maximize theshort-term deferral exception to Code Section 409A, and Executive shall not, directly orindirectly, designate the taxable year of a payment made under this Agreement. The portion of anypayment under this Agreement that is paid within the short-term deferral period (within the meaningof Code Section 409A and Treas. Reg. § 1.409A-1(b)(4)) will be treated as a short term deferral andnot aggregated with other plans or payments. Any other portion of the payment that does not meetthe short-term deferral requirement will, to the maximum extent possible, be deemed to satisfy theexception from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) for involuntaryseparation pay and shall not be aggregated with any other payment. Any right to a series ofinstallment payments pursuant to this Agreement is to be treated as a right to a series of separatepayments. Any amount that is paid as a short-term deferral within the meaning of Treas. Reg. §1.409A-1(b)(4) or within the involuntary separation pay limit under Treas. Reg.§1.409A-1(b)(9)(iii)(A) will be treated as a separate payment. Payment dates provided for in thisAgreement are deemed to incorporate “grace periods” within the meaning of Code Section 409A.     6 Arbitration.          6.1 General. Any dispute, controversy or claim arising out of or relating to thisAgreement, the breach hereof or the coverage or enforceability of this arbitration provision shallbe settled by arbitration in Dallas, Texas (or such other location as the Company and Executive maymutually agree), conducted in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association, as such rules are in effect in Dallas/Fort Worth, Texas on the date ofdelivery of demand for arbitration. The arbitration of any such issue, including the determinationof the amount of any damages suffered by either party hereto by reason of the acts or omissions ofthe other, shall be to the exclusion of any court of law. Notwithstanding the foregoing, eitherparty hereto may seek any equitable remedy in a court to enforce the provisions of this Agreement,including but not limited to an action for injunctive relief or attachment, without waiving theright to arbitration.          6.2 Procedure.               (a) Either party may demand such arbitration by giving notice of that demand to the otherparty. The party demanding such arbitration is referred to herein as the “***Demanding Party***,” andthe party adverse to the Demanding Party is referred to herein as the “***Responding Party***.” Thenotice shall state (x) the matter in controversy, and (y) the name of the arbitrator selected bythe party giving the notice.
 

 
               (b) Not more than fifteen (15) days after such notice is given, the Responding Party shallgive notice to the Demanding Party of the name of the arbitrator selected by the Responding Party.If the Responding Party shall fail to timely give such notice, the arbitrator that the RespondingParty was entitled to select shall be named by the Arbitration Committee of the AmericanArbitration Association. Not more than fifteen (15) days after the second arbitrator is so named;the two arbitrators shall select a third arbitrator. If the two arbitrators shall fail to timelyselect a third arbitrator, the third arbitrator shall be named by the Arbitration Committee of theAmerican Arbitration Association.               (c) The dispute shall be arbitrated at a hearing that shall be concluded within ten daysimmediately following the date the dispute is submitted to arbitration unless a majority of thearbitrators shall elect to extend the period of arbitration. Any award made by a majority of thearbitrators (x) shall be made within ten days following the conclusion of the arbitration hearing,(y) shall be conclusive and binding on the parties, and (z) may be made the subject of a judgmentof any court having jurisdiction.               (d) Any amount to which Executive is entitled under this Agreement (including any disputedamount) which is not paid when due shall bear interest from the date due but not paid at a rateequal to the lesser of eight percent (8%) per annum and the maximum lawful rate.          6.3 Costs and Expenses. All administrative and arbitration fees, costs and expensesshall be borne fifty percent (50%) by the Company and fifty percent (50%) by Executive.     7 Non-Assignment. This Agreement shall not be assignable nor the duties hereunderdelegable by Executive. None of the payments hereunder may be encumbered or in any way anticipatedby Executive (or Executive’s estate or personal representative). The Company shall not assign thisAgreement nor shall it transfer all or any substantial part of its assets without first obtainingin conjunction with such transfer the express assumption of the obligations hereof by the assigneeor transferee.     8 Remedies. Executive acknowledges that the services Executive is to render underthis Agreement are of a unique and special nature, the loss of which cannot reasonably oradequately be compensated for in monetary damages, and that irreparable injury and damage willresult to the Company and its Subsidiaries in the event of any default or breach of this Agreementby Executive. The parties agree and acknowledge that the breach by Executive of any of the termsof this Agreement will cause irreparable damage to the Company and its affiliates, and upon anysuch breach, the Company shall be entitled to injunctive relief, specific performance, or otherequitable relief (without posting a bond or other security); provided, however, that this shall inno way limit any other remedies which the Company and its affiliates may have (including, withoutlimitations, the right to seek monetary damages).     9 Survival. The provisions of Sections 4 through 19 shall survive theexpiration or earlier termination of the Term.     10 Taxes. All payments to Executive under this Agreement shall be reduced by allapplicable withholding required by Federal, state or local law.     11 No Obligation to Mitigate; No Rights of Offset.          11.1 Executive shall not be required to mitigate the amount of any payment or other benefitrequired to be paid to Executive pursuant to this Agreement, whether by seeking other employment orotherwise, nor shall the amount of any such payment or other benefit be reduced on account of anycompensation earned by Executive as a result of employment by another person; provided thatExecutive and Executive’s dependents shall not be entitled to continue to participate in thewelfare benefit plans of the Company and its Subsidiaries if Executive is covered by the welfarebenefit plans of another employer.          11.2 The Company’s obligation to make the payments provided for in this Agreement andotherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may have against Executive orothers.
 

 
     12 Notices. Any notice or other communications relating to this Agreement shall be inwriting and delivered personally or mailed by certified mail, return receipt requested, or sent byovernight courier, to the party concerned at the address set forth below:        If to Company: 3900 Dallas Parkway, Suite 500Plano, Texas 75093