AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR WRITTEN OR ORAL AGREEMENTS OR UNDERSTANDINGS BETWEEN THE
EXECUTIVE AND THE COMPANY OR ITS AFFILIATES RELATING THERETO, INCLUDING, WITHOUT
LIMITATION.
SECTION
18.
SEVERABILITY.
IN THE EVENT THAT ANY TERM OR PROVISION OF
THIS AGREEMENT IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY,
LEGALITY AND ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS HEREOF SHALL
NOT BE IN ANY WAY AFFECTED OR IMPAIRED THEREBY, AND THIS AGREEMENT SHALL BE
CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN
CONTAINED THEREIN.
SECTION
19.
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS (IT BEING UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY PROVIDED
HEREIN, NOTHING CONTAINED IN THIS AGREEMENT IS INTENDED TO CONFER UPON ANY OTHER
PERSON OR ENTITY ANY RIGHTS, BENEFITS OR REMEDIES OF ANY KIND OR CHARACTER
WHATSOEVER).
THE EXECUTIVE MAY NOT ASSIGN THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANY OF THEIR AFFILIATES OR TO ANY
SUCCESSOR (WHETHER BY OPERATION OF LAW OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL
OF THEIR BUSINESS AND ASSETS WITHOUT THE CONSENT OF THE EXECUTIVE, AND ANY
TRANSFER OF EMPLOYMENT FROM THE COMPANY TO SUCH AFFILIATE OR SUCCESSOR SHALL BE
DEEMED TO CONSTITUTE AN ASSIGNMENT AND NOT A TERMINATION OF EMPLOYMENT
HEREUNDER.
IN THE EVENT OF AN ASSIGNMENT OF THIS AGREEMENT BY THE COMPANY, ALL
REFERENCES HEREIN TO PSI OR THE COMPANY SHALL BE DEEMED TO BE REFERENCES TO THE
ASSIGNEE.
SIMILARLY, IN THE EVENT PSI IS NO LONGER AN AFFILIATE OF THE COMPANY
(OR ANY ASSIGNEE), ALL REFERENCES TO PSI SHALL BE DEEMED TO BE REFERENCES TO THE
COMPANY (OR THE ASSIGNEE).
SECTION
20.
WITHHOLDING OF TAXES.
THE EXECUTIVE AGREES THAT THE COMPANY
SHALL DEDUCT, OR SHALL CAUSE TO BE DEDUCTED, FROM THE AMOUNT OF ANY BENEFITS TO
BE PAID HEREUNDER ANY TAXES REQUIRED TO BE WITHHELD BY THE FEDERAL OR ANY STATE
OR LOCAL GOVERNMENT.
SECTION
21.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCEPT THAT NO
EFFECT SHALL BE GIVEN TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION).
SECTION
22.
HEADINGS.
THE HEADINGS OF THE SECTIONS CONTAINED IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO CONTROL OR AFFECT
THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
SECTION
23.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION
24.
SUBSIDIARIES AND AFFILIATES.
AS USED HEREIN, THE TERM
"SUBSIDIARY" SHALL MEAN ANY CORPORATION OR OTHER BUSINESS ENTITY CONTROLLED BY
THE CORPORATION IN QUESTION, AND THE TERM
"AFFILIATE" SHALL MEAN AND