3 Compensation.          3.1 Base Salary. During the Term, the Company will pay to Executive a base salary atthe rate of $300,000 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.          3.3 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.          3.4 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.
 

 
          3.5 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 theatre.Nothing herein shall prohibit Executive from being a passive owner of not more than five percent(5%) of the outstanding stock of any class of a corporation which is publicly traded, so long asExecutive has no active participation in the business of such corporation. Notwithstanding theforegoing, Executive’s obligations under this Section 4.2 shall terminate and become nulland void if Executive is terminated by Company without Cause or 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 such employee, (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’s employment is terminated for any reason, Executive may hire any former employee ofthe Company or any of its Subsidiaries who were involuntarily terminated by the Company or any ofits Subsidiaries.          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. Executive mayretain his day planner and rolodex, whether documentary or computerized, provided Executive leavesa copy of each with the Company.          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 theCompany and its affiliates after the Effective Date of this Agreement, and Executive further agreesand acknowledges that he has reviewed the provisions of this Agreement with his legal counsel.Executive acknowledges and agrees that Executive will receive substantial, valuable considerationfrom the Company for the covenants contained in this Section 4, including withoutlimitation, compensation and other benefits.     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 as soon as practicable following the date of termination but not laterthan March 15 of the first calendar year following the year of such termination; provided, that inthe case of Disability such payment shall be offset by the amount of Base Salary paid by theCompany to Executive or Executive’s personal representative from the date on which Executive wasfirst unable substantially to perform Executive’s duties through the date of such termination, and(v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordancewith the terms of the applicable benefit plan. At the Company’s expense, Executive and/orExecutive’s dependents shall be entitled to continue to participate in the Company’s welfarebenefit plans and programs on the same terms as similarly situated actively-employed executives fora period of twelve months from the date of such termination. Executive and/or Executive’sdependents shall thereafter be entitled to any continuation of such benefits provided under suchbenefit plans or by applicable law. Following the death or Disability of Executive, Executive’sparticipation under any Equity Award or other incentive compensation plan (other than AnnualBonuses included in the definition of Accrued Employment Entitlements) shall be governed by theterms 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). IfExecutive’s employment hereunder is terminated under this Section 5.3, Executive shall beentitled 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 incentive compensationplan or program shall be treated in accordance with the terms of such plan or program. Except asspecifically set forth in this Section 5.3, the Company shall have no further obligationsto 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 written notice thereof is given to Executive by the Board; (v) the intentional wrongfuldamage to material property of the Company or its affiliates; or (vi) drug or alcohol abuse orother intentional conduct by Executive which causes the Company and its affiliates substantialpublic disrepute or substantial economic harm. Notwithstanding the foregoing, the Company shallnot be entitled to terminate Executive for Cause under clause (ii) above, unless (A) the Boardshall have made a good faith investigation into the existence of the commission of the fraud,embezzlement or theft which would serve as the basis of Executive’s termination for Cause underclause (ii) above, during which investigation the Company may place Executive on a paidadministrative leave of absence and (B) no less than 2/3 of the members of the Board (excludingExecutive if Executive is then a member of the Board) shall have made a good faith determinationthat the Company is entitled to 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 equal to the longer of (i) thebalance of the Term or (ii) twelve (12) months following any such termination; provided, however,that if Executive is, as of the date of such termination, a “specified employee” within the meaningof Section 409A of the Internal Revenue Code of 1986, as amended (the “***Code***”), any amount that is(1) not treated as a short-term deferral within the meaning 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 thelesser of (A) the sum of Executive’s annualized compensation based on Executive’s annual BaseSalary for the calendar year preceding the calendar year in which termination occurs (adjusted forany increase during that year that was expected to continue indefinitely if Executive’s employmenthad not been terminated), or (B) the maximum amount that may be taken into account under aqualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs),will not be paid before the date that is six months after such date of termination, or if earlier,the date of Executive’s death. Any payments or benefits to which Executive would otherwise beentitled during such non-payment period will be accumulated and paid or otherwise provided toExecutive on the first day of the seventh month following such date of termination, or if earlier,within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spousedoes not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b),any amount that is paid as a short-term deferral within the 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) shallbe treated as a separate payment, provided the aggregate of the separate payments under thisSection 5.4(a)(ii) shall not exceed an amount equal to the Executive’s annual Base Salaryin effect as of the date of such termination or for a period in excess of twelve (12) monthsfollowing any such termination;                    (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 takeninto account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which suchtermination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefitshall be payable within thirty (30) days following such termination of employment; providedfurther, that if such termination or resignation occurs within thirty (30) days prior to thecalendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for atermination by Executive for Good Reason shall be paid no earlier than January 1 of the next yearand any remaining amount shall be payable in installments in accordance with the Regular SeveranceBenefit 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 after the second anniversary of the Effective Date; or (v) the Companytransfers Executive’s primary workplace by more than twenty (20) miles from the current workplace.No termination by Executive shall be for “Good Reason” unless written notice of such terminationsetting forth in particular the event(s) constituting Good Reason is delivered to the Companywithin thirty (30) days following the date on which the event constituting Good Reason occurs andthe Company fails to cure or remedy the event(s) identified in the notice within thirty (30) daysafter receipt of such notice.          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.          5.6 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. Thenon-prevailing party shall pay the reasonable costs, expenses and legal fees of the prevailingparty.     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 anyother remedies which the Company and its affiliates may have (including, without limitations,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. Executive shall not be required to mitigate the amountof any payment or other benefit required to be paid to Executive pursuant to this Agreement,whether by seeking other employment or otherwise, nor shall the amount of any such payment or otherbenefit be reduced on account of any compensation earned by Executive as a result of employment byanother person; provided that Executive and Executive’s dependents shall not be entitled tocontinue to participate in the welfare benefit plans of the Company and its Subsidiaries ifExecutive is covered by the welfare benefit plans of another employer.     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 (e.g. Federal Express), to the party concerned at the address set forth below:   If to Company: 3900 Dallas Parkway, Suite 500  Plano, Texas 75093  Attn: Chief Executive Officer   If to Executive: At Executive’s residence address as maintained by the Company inthe regular course of its business for payroll purposes.   With a copy to: Law Offices of George Sheanshang  130 West 57th Street, Suite 5B  New York, NY 10019  Attn: George Sheanshang     Either party may change the address for the giving of notices at any time by written noticegiven to the other party under the provisions of this Section 12. If notice is given bypersonal delivery or overnight courier, said notice shall be conclusively deemed given at the timeof such delivery or upon receipt of such couriered notice. If notice is given by mail, such noticeshall be conclusively deemed given upon deposit thereof in the United States mail.     13 Entire Agreement. This Agreement constitutes the entire agreement between theparties and supersedes all prior written and oral and all contemporaneous oral agreements,understandings and negotiations with respect to the subject matter hereof. This Agreement may notbe changed orally, but only by an agreement in writing signed by both parties.     14 Counterparts. This Agreement may be executed in counterparts, each of which shallbe an original, but all of which together shall constitute one agreement. Any executed counterpartreturned by facsimile or electronically (pdf) shall be deemed an original executed counterpart.     15 Construction. This Agreement shall be governed under and construed in accordancewith the laws of the State of Texas, without regard to the principles of conflicts of laws. Theparagraph headings and captions contained herein are for reference purposes and convenience onlyand shall not in any way affect the meaning or interpretation of this Agreement. It is intended bythe parties that this Agreement be interpreted in accordance with its fair and simple meaning, notfor or against either party, and neither party shall be deemed to be the drafter of this Agreement.
 

 
     16 Severability. The parties agree that if any provision of this Agreement as appliedto any party or to any circumstance is adjudged by a court or arbitrator to be invalid orunenforceable, the same will in no way affect any other circumstance or the validity orenforceability of this Agreement. Without limiting the generality of the foregoing, in particular,if any provision in Section 4, or any part thereof, is held to be unenforceable because ofthe duration of such provision or the area covered thereby, the parties agree that the court orarbitrator making such determination shall have the power to reduce the duration and/or area ofsuch provision, and/or to delete specific words or phrases, and in its reduced form, such provisionshall then be enforceable and shall be enforced. In addition, in the event of a breach byExecutive of Section 4, the Non-compete Period and the Non-solicitation Period shall beautomatically extended respectively by the amount of time between the initial occurrence of thebreach or violation and when such breach or violation has been duly cured.     17 Binding Effect. Subject to Section 7 hereof, the rights and obligations ofthe parties under this Agreement shall be binding upon and inure to the benefit of the permittedsuccessors, assigns, heirs, administrators, executors and personal representatives of the parties.     18 Effective Date; Effect on Original Agreement. This Agreement shall becomeeffective as of the date first written above. This Agreement contains the entire understandingbetween the parties hereto and supersedes in all respects any prior or other agreement orunderstanding between the Company or any affiliate of the Company and Executive.     19 Executive’s Cooperation. During the Term and for five (5) years thereafter,Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, anyadministrative, regulatory or judicial proceeding or investigation or any material dispute with athird party, in each case as reasonably requested by the Company (including, without limitation,Executive’s being reasonably available to the Company upon reasonable notice for interviews andfactual investigations, appearing at the Company’s request to give testimony without requiringservice of subpoena or other legal process, volunteering to the Company all pertinent informationand turning over to the Company all relevant documents which are or may come into Executive’spossession, excluding documents which may come into Executive’s possession after the Term fromthird parties which are subject to obligations of confidentiality, all at times and on schedulesthat are reasonably consistent with Executive’s other activities and commitments), in each caselimited to the extent that such cooperation (a) becomes unduly burdensome for Executive (includingin terms of the time commitments required by Executive in connection with such cooperation), (b) inthe event that such cooperation is required after the Term, unreasonably interferes withExecutive’s duties under his then current employment, (c) causes Executive to breach in anymaterial respect any material agreement by which he is bound, or (d) is limited to the extentExecutive is advised by legal counsel that such cooperation would not be in Executive’s bestinterests. In the event that the Company requires Executive’s cooperation in accordance with thisparagraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocketexpenses (including travel, lodging and meals) upon submission of receipts and (ii) any reasonableattorneys’ fees incurred by Executive to the extent that, after consultation with the Company,Executive deems it advisable to seek the advice of legal counsel regarding his obligationshereunder.***[Signature page follows]***
 

 
     **IN WITNESS WHEREOF**, the parties have executed this Employment Agreement on the day and in theyear first written above.      **COMPANY:**