its compensation committee (the “Compensation Committee”). Executive’s Base Salary shallbe paid in approximately equal installments in accordance with the Company’s customary payrollpolicies and practices in effect from time to time, but in no event less frequently than monthly.     (b) Annual Bonus. For each full fiscal year during the Employment Period, Executiveshall be eligible to participate in the Company’s Annual Fiscal Year Bonus Plan, as in effect fromtime to time (the “Annual Bonus Plan”). The Annual Bonus Plan of the Company in effect asof the Effective Date, together with the targets for the payment of Executive annual bonus(“Annual Bonus”) for the current fiscal year, is attached hereto as Exhibit A.     (c) Expenses. The Company shall promptly reimburse Executive for all reasonablebusiness expenses upon reasonable substantiation and documentation in accordance with the Company’spolicies and procedures in effect from time to time.     (d) Vacation. Executive shall be entitled to at least four weeks of paid vacationeach calendar year during the Employment Period, which vacation time shall accrue commencing on theEffective Date at the rate of 13.33 hours per month.     (e) Other Welfare, Pension and Incentive Benefit Plans. During the Employment Period,Executive shall be entitled to participate in and to receive benefits as a senior executive officerunder all of the Company’s employee benefit plans, programs and arrangements available to seniorexecutive officers of the Company, subject to the eligibility criteria and other terms andconditions thereof, as such plans, programs and arrangements may be duly amended, terminated,approved or adopted by the Board or the Compensation Committee from time to time.     (f) Equity Incentive Plan. The Compensation Committee has adopted a Long TermIncentive Award Program under the Company’s existing Equity Incentive Plan. A copy of this programis attached as Exhibit B to this Agreement. On the Effective Date, the Company will grantto the Executive an award of (i) stock options to purchase 21,667 shares of the Company’s CommonStock (at an exercise price equal to the fair market value of the Company’s Common Stock as of theclose of business on the Effective Date) and (ii) 13,000 restricted performance units.     6. No Conflicts. Executive represents and warrants to the Company that (i) he is ableto enter into this Agreement, and his ability to enter into this Agreement and to fully perform hisduties of employment are not limited to or restricted by any agreements, understandingsinstruments, orders, judgments or decrees to which Executive is a party or by which he is bound,(ii) Executive is not a party to or bound by any employment agreement, non-compete agreement,non-solicitation or confidentiality agreement with any other person or entity which would conflictwith his duties hereunder), and (iii) upon the execution and delivery of this Agreement by theCompany, this Agreement shall be the valid and binding obligation of Executive, enforceable inaccordance with its terms.     7. Termination. Executive’s employment hereunder may be terminated under thefollowing circumstances:     (a) Death or Disability. Executive’s employment hereunder shall automaticallyterminate upon his death or Disability (as defined below). As used herein, “Disability”shall
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mean Executive’s inability to perform the essential duties, responsibilities and functions of hisposition with the Company and its affiliates for a period aggregating 90 consecutive or 120 totaldays in any 360 day period as a result of any mental or physical disability or incapacity even withreasonable accommodations of such disability or incapacity provided by the Company or if providingsuch accommodations would be unreasonable, all as determined by the Board in its reasonable goodfaith judgment.     (b) Cause. The Company shall have the right to terminate Executive’s employmenthereunder for Cause (as defined below), and such termination in and of itself shall not be, norshall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Companyshall have “Cause” to terminate Executive’s employment upon Executive’s:     (i) the commission of a felony or any other crime involving moral turpitude orthe commission of any other act or omission involving dishonesty, disloyalty orfraud with respect to the Company or any of its affiliates;     (ii) continued failure to perform and to discharge his duties andresponsibilities under this Agreement (other than due to Executive’s Disability)after the Board has provided Executive with written notice of such failure;     (iii) any act undertaken with the intent of aiding or abetting a competitor,supplier or customer of the Company or any of its affiliates to the disadvantage ordetriment of the Company or any of its affiliates;     (iv) gross negligence, bad faith or breach of fiduciary duty to the Company inconnection with Executive’s responsibilities as an employee under this Agreement;     (v) any failure to cooperate with any investigation, audit or inquiry involvingthe Company’s or any of its affiliates’ business or accounting practices;     (vi) continued or repeated absence from the workplace, unless such absence isin compliance with the Company’s policy or approved or excused by the Board or isthe result of Executive’s illness or Disability;     (vii) continued abuse of alcohol or illegal drugs (whether or not at theworkplace), repeated public drunkenness or other repeated conduct causing theCompany or any of its affiliates substantial public disgrace or disrepute orsubstantial economic harm; or     (viii) any other material breach of any material written policy of the Companywhich has a material and adverse effect on the Company.     Cause shall not exist under Section 7(b) above (except with respect clause (i) of suchsection) unless and until (A) the Board shall have given the Executive notice setting forth withspecificity (1) the conduct deemed to constitute “Cause,” (2) reasonable action that would remedythe objectionable conduct, if susceptible to remediation, and, (3) if susceptible to remediation, areasonable time period (to be not less than 15 calendar days) within which
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Executive may take such remedial action, and, (B) if susceptible to remediation, Executiveshall not have taken such specified remedial action within such specified time period. Executiveshall also have an opportunity to be heard before the Board regarding these matters. For theavoidance of doubt, Executive’s continued employment shall not constitute consent to, or a waiverof rights with respect to, any event or condition constituting Cause.     (c) Good Reason. Executive may terminate his employment hereunder for “GoodReason” any time within 90 days after such time as Executive has actual knowledge of theoccurrence, without the written consent of Executive, of one or more of the following events:     (i) any material change in the duties or responsibilities (including reportingresponsibilities) of Executive that is inconsistent in any adverse respect withExecutive’s positions, duties, responsibilities or status with the Companyimmediately prior to such change (including any material diminution of such dutiesor responsibilities);     (ii) any other material breach of a material provision of this Agreement by theCompany; or     (iii) the Company’s requiring Executive to be based at a location in excess of20 miles from the Company’s initial headquarters and principal place of business inDallas, Texas (as determined pursuant to Section 4), except for requiredtravel on the Company’s business to an extent substantially consistent withExecutive’s business obligations.“Good Reason” shall not be deemed to exist hereunder unless Executive shall have provided the Boardwith written notice of the event purporting to constitute Good Reason within 60 days of itsoccurrence and the Company shall have failed to cure such event within 30 days thereafter.     (d) Without Cause. The Company shall have the right to terminate Executive’semployment hereunder without Cause by providing Executive with a Notice of Termination, whichNotice of Termination shall specify the Date of Termination, and such termination shall not in andof itself be, nor shall it be deemed to be, a breach of this Agreement.     8. Termination Procedure.     (a) Notice of Termination. Any termination of Executive’s employment by the Companyor by Executive hereunder during the Employment Period shall be communicated by written Notice ofTermination to Executive or the Company, as applicable. For purposes of this Agreement, a“Notice of Termination” shall mean a notice which shall indicate the specific terminationprovision in this Agreement relied upon and shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of Executive’s employment under theprovision so indicated.     (b) Date of Termination. For purposes of this Agreement, “Date ofTermination” shall mean (i) if Executive’s employment hereunder is terminated pursuant toSection 7(a), the date of his death or Disability, (ii) if Executive’s employment hereunderis terminated pursuant to Section 7(b), the date on which a Notice of Termination is given,and (iii) if Executive’s
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employment hereunder is terminated for any other reason, the date on which a Notice of Terminationis given or any later date (within 30 days after the giving of such notice) set forth in suchNotice of Termination.     9. Compensation Upon Termination. In the event Executive’s employment hereunderterminates, the Company shall provide Executive with the payments and benefits set forth below.     (a) Death or Disability. If, during the Employment Period, Executive’s employmenthereunder shall terminate on account of death or Disability, then the Company shall pay toExecutive or his estate or beneficiaries:     (i) Executive’s Annual Base Salary through the Date of Termination and, at thetime it would otherwise be due to be paid, any Annual Bonus for any fiscal year ofthe Company that has ended prior to the year in which such termination occurs(“Prior Year’s Bonus”) to the extent not theretofore paid;     (ii) if Executive dies and Executive’s Date of Termination occurs at any timeafter six months have elapsed of the then current fiscal year, then an amount equalto the product of (A) the Annual Bonus that would have been paid to Executive forsuch fiscal year, and (B) a fraction, the numerator of which is the number of daysin the fiscal year in which the Date of Termination occurs through the Date ofTermination and the denominator of which is 365, to the extent not theretofore paid,at such time as the Annual Bonus for such fiscal year would have been paid in theordinary course; and     (iii) to the extent not theretofore paid or provided, the Company shallpromptly pay or provide, as applicable, to Executive or his estate or beneficiaries(A) a cash lump sum amount equal to the product of (1) Executive’s Annual BaseSalary and (2) a fraction, the numerator of which is the number of Executive’saccrued but unused vacation days as of the Date of Termination and the denominatorof which is 365 (the “Accrued Vacation Amount”) and (B) any other amounts(including any unreimbursed business expenses) or benefits required to be paid orprovided or which Executive is eligible to receive under any plan, program, policyor practice or contract or agreement of the Company or its affiliates through theDate of Termination (the Accrued Vacation Amount, together with such other amountsand benefits, collectively, the “Other Benefits”).     (b) Termination By Company With Cause. If Executive’s employment is terminated by theCompany for Cause, then:     (i) the Company shall pay in a lump sum to Executive his earned or accrued, butunpaid, Base Salary;     (ii) to the extent not theretofore paid, the Company shall pay to Executive thePrior Year’s Bonus, at the time it would otherwise be due to be paid;
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     (iii) to the extent not theretofore paid or provided, the Company shallpromptly pay or provide, as applicable, to Executive the Other Benefits; and     (iv) this Agreement shall terminate without further obligations to Executiveother than the obligation to pay or provide, as applicable, to Executive the amountsand benefits provided in clauses (i), (ii) and (iii) above.     (c) Termination By Company Other than for Cause, Death or Disability or By Executive forGood Reason. If, during the Employment Period, Executive’s employment hereunder is terminatedby Executive for Good Reason or by the Company other than for Cause or on account of death ofExecutive or Disability, then:     (i) the Company shall pay in a lump sum to Executive his earned or accrued, butunpaid, Base Salary;     (ii) to the extent not theretofore paid, the Company shall pay to Executive thePrior Year’s Bonus, at the time it would otherwise be due to be paid;     (iii) to the extent not theretofore paid or provided, the Company shallpromptly pay or provide, as applicable, to Executive the Other Benefits; and     (iv) subject to continued compliance by Executive with the covenants set forthin this Agreement, the Company shall pay or provide, as applicable, to Executive:     (A) continued coverage through the Severance Period (as defined below)under any Company health plans that are provided or made available by theCompany generally to senior executive officers of the Company; and     (B) the amount equal to the average of the Executive’s Base Salary andannual bonus paid during the 12 month period preceding Executive’s Date ofTermination, such amount to be paid in equal monthly installments over the12 month period following the effective date of the release contemplated bySection 9(d) (the “Severance Period”) in regular equalinstallments in accordance with the Company’s general payroll practices (asin effect at the Date of Termination).     (d) Release. The severance payments to be provided by the Company pursuant toSection 9(c) shall (i) be in lieu of any other payments by the Company to Executivehereunder and (ii) be subject to Executive’s execution (other than in the case of Executive’sdeath) of a release agreement mutually acceptable to the Executive and the Company. Such releaseshall be executed and delivered (and no longer subject to revocation, if applicable) within 60 daysfollowing the Date of Termination. Executive hereby agrees that no severance compensation of anykind, nature or amount shall be payable to Executive except as expressly set forth in thisSection 9 and except for such payments, Executive hereby irrevocably waives any claim for
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severance compensation. Nothing contained herein shall constitute a waiver to any amounts payableto Executive under any equity incentive or employee benefit plan of the Company.     10. Obligations of Executive and the Company.     (a) Non-Disparagement. At all times following the Effective Date, neither partyhereto nor any of such parties’ respective controlled affiliates shall make or solicit or encourageothers to make or solicit directly or indirectly any derogatory or negative statement orcommunication about the other party and, in the case of Executive, any of the Company’s affiliatesor any of the Company’s and such affiliates’ respective businesses, products, services oractivities; provided, however, that such restriction shall not prohibit truthfultestimony compelled by valid legal process. Notwithstanding anything herein to the contrary,nothing in this Section 10(a) shall prevent any party hereto from exercising such party’sauthority or enforcing such party’s rights or remedies hereunder or that such party may otherwisebe entitled to enforce or assert under any other agreement or applicable law, or limit such rightsor remedies in any way.     (b) Confidential Information. Executive acknowledges and agrees that, as a result ofhis employment with the Company he may develop, obtain, or learn about (or may have developed,obtained or learned about) Confidential Information, and the success of the Company and itsaffiliates depends upon the use and protection of such information. For purposes of thisAgreement, “Confidential Information” means any proprietary information, trade secrets,inventions (whether or not patentable or reduced to practice) and all other intellectual propertyand confidential or proprietary information in any form or medium (whether merely remembered orembodied in a tangible or intangible form or medium) whether now or hereafter existing, relating toor arising from the past, current or potential business, activities and/or operations of theCompany or any of its affiliates. Notwithstanding the foregoing, “ConfidentialInformation” shall not include such portions of any information that (A) are or becomegenerally known to and available for use by the public other than as a result of any act oromission by Executive or otherwise as a result of Executive’s breach of any provision of thisAgreement or (B) are or become known to Executive on a non-confidential basis other than (1) inconnection with Executive’s employment with the Company and its affiliates or (2) in Executive’scapacity as a member of the Board or as an officer, director or person acting in a similar capacityof any affiliate of the Company. Accordingly, Executive will execute and agree to be bound by theCompany’s standard Non-Disclosure and Non-Solicitation Agreement in the form of Exhibit Chereto.     11. Enforcement.     (a) Reliance on Covenants. Executive acknowledges that the provisions ofSection 10 are in consideration of his employment with the Company and its subsidiaries.Executive acknowledges and agrees that the Company entered into this Agreement in reliance on theprovisions of Section 10, and the enforcement of the provision of Section 10 isnecessary to ensure the preservation, protection and continuity of the business, trade secrets andother Confidential Information and goodwill of the Company and its affiliates to the extent and forthe periods of time expressly agreed to herein. Executive acknowledges that he has carefully readthis Agreement and has given careful consideration to the restraints imposed upon Executive by
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this Agreement, and is in full accord as to their necessity for the reasonable and properprotection of confidential and proprietary information of the Company and its affiliates nowexisting or to be developed in the future. Executive expressly acknowledges and agrees that eachand every restraint imposed by this Agreement is reasonable with respect to subject matter, timeperiod and geographical area.     (b) Enforcement of Covenants. Notwithstanding any provision to the contrary herein,the Company may pursue, at its discretion, enforcement of Section 10 in any court ofcompetent jurisdiction (each, a “Court”).     (c) Interpretation. Whenever possible, each provision of this Agreement will beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability willnot affect any other provision or any other jurisdiction, but this Agreement will be reformed,construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisionhad never been contained herein. More specifically, if any Court determines that any of thecovenants set forth in Section 10 are overbroad under applicable law in time, geographicalscope or otherwise, the parties to this Agreement specifically agree and authorize such Court torewrite this Agreement to reflect the maximum time, geographical and/or other restrictionspermitted under applicable law to be reasonable and enforceable.     (d) Irreparable Harm. Because Executive’s services are unique and because Executivewill have intimate knowledge of and access to Confidential Information, the parties hereto agreethat money damages would not be an adequate remedy for any breach of Section 10, and anybreach of the terms of Section 10 would result in irreparable injury and damage to theCompany and its Subsidiaries for which the Company and its Subsidiaries would have no adequateremedy at law. Therefore, in the event of a breach or threatened breach of Section 10, theCompany and its Subsidiaries and their respective successors and assigns, in addition to any otherrights and remedies existing in their favor at law or in equity, shall be entitled to specificperformance and/or immediate injunctive or other equitable relief from a Court in order to enforce,or prevent any violations of, the provisions hereof (without posting a bond or other security),without having to prove damages. The terms of this Section 11 shall not prevent theCompany from pursuing any other available remedies for any breach or threatened breach of thisAgreement, including the recovery of damages from Executive.     12. Mitigation. Executive shall not be required to mitigate amounts payable underthis Agreement by seeking other employment or otherwise.     13. 280G Gross-Up. Anything in this Agreement to the contrary notwithstanding exceptthe following sentence, in the event it shall be determined that any payment or distribution in thenature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefitof Executive, whether paid or payable pursuant to this Agreement (including the accelerated vestingof equity awards held by Executive) or otherwise (the “Total Payments”), would be subjectto the excise tax imposed by Section 4999 of the Code, then Executive shall be entitled to receivean additional payment (the “Gross-Up Payment”) in an amount such that, after payment byExecutive of all taxes (and any interest or penalties imposed
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with respect to such taxes), including, without limitation, any income taxes (and any interest andpenalties imposed with respect thereto) and excise tax imposed upon the Gross-Up Payment, Executiveretains an amount of the Gross-Up Payment equal to the excise tax imposed upon the payments. If(a) persons holding at least seventy-five percent (75%) of the voting power of the Company requestExecutive to waive his rights to any payments that would give rise to the imposition of the excisetax under Section 4999 of the Code in order to subject them to the equityholder vote required bySection 280G and applicable Treasury Regulations thereunder, and (b) Executive refuses to waive hisentitlement as requested, then Executive shall be entitled to an amount equal to one-half of theGross-Up Payment. Notwithstanding anything to the contrary in this Section 13, in theevent that it would be economically advantageous for Executive, the Total Payments shall be reducedby an amount that results in the receipt by Executive on an after-tax basis (including theapplicable federal, state and local income taxes, and the excise tax imposed by Section 4999 of theCode) of the greatest Total Payments, notwithstanding that all or some of the portion of the TotalPayments may be subject to the excise tax.     14. Successors; Binding Agreement.     (a) Company’s Successors. No rights or obligations of the Company under thisAgreement may be assigned or transferred except that the Company may assign this Agreement to anysuccessor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company if such successor expressly assumesand agrees to perform this Agreement in the same manner and to the same extent that the Companywould be required to perform it if no such succession had taken place. As used in this Agreement,“Company” shall mean the Company as herein before defined and any successor to its businessand/or assets (by merger, purchase or otherwise) which executes and delivers the agreement providedfor in this Section 14(a) or which otherwise becomes bound by all of the terms andconditions of this Agreement by operation of law.     (b) Executive’s Successors. No rights or obligations of Executive under thisAgreement may be assigned or transferred by Executive other than his rights to payments or benefitshereunder, which may be transferred only by will or the laws of descent and distribution. UponExecutive’s death, this Agreement and all rights of Executive hereunder shall inure to the benefitof and be enforceable by Executive’s beneficiary or beneficiaries, personal or legalrepresentatives, or estate, to the extent any such person succeeds to Executive’s interests underthis Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries toreceive any benefit or compensation payable hereunder following Executive’s death by giving theCompany written notice thereof. In the event of Executive’s death or a judicial determination ofhis incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, torefer to his beneficiary(ies), his estate or his other legal representative(s). If Executiveshould die following his Date of Termination while any amounts would still be payable to himhereunder if he had continued to live, all such amounts unless otherwise provided herein shall bepaid in accordance with the terms of this Agreement to such person or persons so appointed inwriting by Executive, or otherwise to his legal representatives or estate.     15. Notice. For the purposes of this Agreement, notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when served by facsimile or delivered either personally or by United States
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certified or registered mail, return receipt requested, postage prepaid, addressed to the Companyat its principal executive offices and/or to the Executive at his address set forth on the payrollrecords of the Company, or to such other address as any party may have furnished to the others inwriting in accordance herewith, except that notices of change of address shall be effective onlyupon receipt.     16. Waiver; Amendment. No provisions of this Agreement may be amended, modified, orwaived unless such amendment or modification is agreed to in writing signed by Executive and by aduly authorized officer of the Company, other than Executive, with the consent of the Board, andsuch waiver is set forth in writing and signed by the party to be charged. No waiver by any partyhereto at any time of any breach by any other party hereto of any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. .     17. Choice of Law. All questions and disputes regarding this Agreement, includingquestions and disputes concerning the construction, validity and interpretation of this Agreement,shall be governed by and construed in accordance with the domestic laws of the State of Texas,without giving effect to any choice of law or conflict of law provision (whether of the State ofTexas or any other jurisdiction) that would cause the application of the laws of any jurisdictionother than the State of Texas. In furtherance of the foregoing, the internal law of the State ofTexas shall control the interpretation and construction of this Agreement, even though under thatjurisdiction’s choice of law or conflict of law analysis, the substantive law of some otherjurisdiction would ordinarily apply.     18. Validity; Interpretation. Whenever possible, each provision of this Agreementshall be interpreted in such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceabilityshall not affect any other provision of this Agreement or any action in any other jurisdiction, butthis Agreement shall be reformed, construed and enforced in such jurisdiction (in accordance, ifapplicable, with Section 11). The language in this Agreement has been chosen by theparties to express their mutual intent, and no rule of strict construction shall be applied againstany party regardless of who may be responsible for any particular language in this Agreement.     19. Counterparts. This Agreement may be executed in one or more counterparts,including by facsimile or other electronic transmission, each of which shall be deemed to be anoriginal but all of which together will constitute one and the same instrument.     20. Entire Agreement. Except as otherwise expressly provided herein, this Agreement(together with the exhibits attached hereto) set forth the entire agreement of the parties heretoin respect of the subject matter contained herein and supersede all prior agreements, promises,covenants, arrangements, communications, representations or warranties, whether oral or written, byany officer, employee or representative of any party hereto in respect of such subject matter.
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     21. Withholding. The Company and its subsidiaries shall be entitled to deduct orwithhold from any amounts owing from the Company or any of its subsidiaries to Executive under anywritten agreement or other arrangement between the Company or any of its affiliates, on the onehand, and Executive and any of his affiliates, on the other hand, any United States federal, stateor local or non-United States withholding taxes, excise taxes or employment taxes (collectively,“Taxes”) imposed with respect to Executive’s compensation or other payments from theEmployer or any of its subsidiaries under this Agreement (including wages and bonuses, if any). Inthe event that the Company or any of its subsidiaries incorrectly makes or fails to make suchdeductions or withholdings, then Executive shall, within thirty (30) calendar days, reimburse theCompany and its subsidiaries for any amounts paid with respect to any such Taxes. If the Companyor any of its subsidiaries withholds an amount with respect to Taxes that exceeds the Taxesactually imposed, then the Company or such subsidiary, as applicable, shall, as promptly aspracticable, reimburse Executive for any such excess.     22. Enforcement. In the event any party resorts to a lawsuit or initiation ofarbitration to enforce this Agreement, the prevailing party shall be entitled to recover thereasonable costs of pursuing a lawsuit or arbitration, including court costs and reasonableattorney’s fees.     23. Advice of Counsel. Executive acknowledges that he has been advised to seekindependent legal counsel for advice regarding the effect of the terms and provisions hereof, andhas obtained such advice of independent legal counsel.     24. Executive’s Cooperation. During the Employment Period and thereafter, Executiveshall, at reasonable times and with due regard for his other obligations, cooperate with theCompany and its affiliates in any internal investigation, any administrative, regulatory orjudicial proceeding or any dispute with a third Person as reasonably requested by the Company orany of its subsidiaries or affiliates (including Executive being available to the Company and itsaffiliates upon reasonable notice for interviews and factual investigations, appearing at theCompany’s or any of its affiliates’ request to give testimony without requiring service of asubpoena or other legal process, volunteering to the Company and its affiliates all pertinentinformation and turning over to the Company and its affiliates all relevant documents which are ormay come into Executive’s possession, all at times and on schedules that are reasonably consistentwith Executive’s other permitted activities and commitments).
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     IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to theauthorization from its board of directors, the Company has caused these presents to be executed inits name on its behalf, all as of the day and year first above written.         /s/ James L. Welch         JAMES L. WELCH           DYNAMEX INC.           By: /s/ Richard K. McClelland    Name:  RICHARD K. MCCLELLAND    Title: Chairman of the Board, Chief ExecutiveOfficer, President and Director  
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