WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.
3.
TERMINATION OF PRIOR AGREEMENTS.
THIS
AGREEMENT SETS FORTH THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND FULLY
TERMINATES AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
BETWEEN THE PARTIES WITH RESPECT TO ENLOE'S EMPLOYMENT AND COMPENSATION BY THE
COMPANIES, INCLUDING BUT NOT LIMITED TO, THE EMPLOYMENT AGREEMENT DATED MARCH
24, 1998 BETWEEN LOS ALAMOS NATIONAL BANK AND WILLIAM C. ENLOE.
4.
SEVERABILITY.
IN THE EVENT THAT A
COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY PORTION OF THIS AGREEMENT IS
IN VIOLATION OF ANY STATUTE OR PUBLIC POLICY, ONLY THE PORTIONS OF THIS
AGREEMENT THAT VIOLATE SUCH STATUTE OR PUBLIC POLICY SHALL BE STRICKEN.
ALL
PORTIONS OF THIS AGREEMENT THAT DO NOT VIOLATE ANY STATUTE OR PUBLIC POLICY
SHALL CONTINUE IN FULL FORCE AND EFFECT.
FURTHERMORE, ANY COURT ORDER STRIKING
ANY PORTION OF THIS AGREEMENT SHALL MODIFY THE STRICKEN TERMS AS LITTLE AS
POSSIBLE TO GIVE AS MUCH EFFECT AS POSSIBLE TO THE INTENTIONS OF THE PARTIES
UNDER THIS AGREEMENT.
5.
SURVIVAL.
CERTAIN OF THE PROVISIONS OF
THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY REASON.
THOSE PROVISIONS INCLUDE, BUT ARE NOT LIMITED TO SECTIONS D.11, E, F AND H.
6.
ASSIGNMENT.
THIS AGREEMENT IS PERSONAL
IN ITS NATURE AND NEITHER OF THE PARTIES HERETO SHALL, WITHOUT THE CONSENT OF
THE OTHER, ASSIGN OR TRANSFER THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS
HEREUNDER; PROVIDED THAT, IN THE EVENT OF A MERGER, CONSOLIDATION, TRANSFER OR
SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF TRINITY WITH OR TO ANY OTHER
INDIVIDUAL OR ENTITY OR ANY SIMILAR EVENT, TRINITY MAY, SUBJECT
11
TO THE PROVISIONS HEREOF, ASSIGN OR TRANSFER THIS AGREEMENT AND IT SHALL BE
BINDING AND INURE TO THE BENEFIT OF SUCH SUCCESSOR AND SUCH SUCCESSOR SHALL
DISCHARGE AND PERFORM ALL THE PROMISES, COVENANTS, DUTIES AND OBLIGATIONS OF
TRINITY HEREUNDER.
7.
AMENDMENT; WAIVER.
FAILURE TO INSIST
ON STRICT COMPLIANCE WITH ANY OF THE TERMS, COVENANTS OR CONDITIONS HEREOF,
SHALL NOT BE DEEMED A WAIVER OF SUCH TERM, COVENANT OR CONDITION, NOR SHALL ANY
WAIVER OR RELINQUISHMENT OF, OR FAILURE TO INSIST UPON STRICT COMPLIANCE WITH,
ANY RIGHT OR POWER HEREUNDER AT ANY ONE OR MORE TIMES BE DEEMED A WAIVER OR
RELINQUISHMENT OF SUCH RIGHT OR POWER AT ANY OTHER TIME OR TIMES.
THIS
AGREEMENT SHALL NOT BE MODIFIED IN ANY RESPECT EXCEPT BY A WRITING EXECUTED BY
EACH PARTY HERETO.
8.
HEADINGS.
SECTION HEADINGS IN THE
AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
9.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (INCLUDING COUNTERPARTS DELIVERED BY FACSIMILE), EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.
COUNSEL; AMBIGUITY.
EACH PARTY ACKNOWLEDGES
THAT IT HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL IN CONNECTION WITH
THIS AGREEMENT.
ANY RULE OF LAW OR ANY LEGAL DECISION THAT WOULD REQUIRE
INTERPRETATION