BINDING AGREEMENT:
(A)
THE COMPANY SHALL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY, TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME
MANNER AND TO THE SAME EXTENT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO
SUCH SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE COMPANY AND ANY SUCCESSOR TO THE COMPANY, INCLUDING
WITHOUT LIMITATION ANY PERSONS ACQUIRING DIRECTLY OR INDIRECTLY ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY WHETHER BY
PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE (AND SUCH SUCCESSOR
SHALL THEREAFTER BE DEEMED THE "COMPANY" FOR THE PURPOSES OF THIS AGREEMENT).
THIS AGREEMENT SHALL NOT OTHERWISE BE ASSIGNABLE, TRANSFERABLE OR DELEGABLE BY
THE COMPANY.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES AND/OR LEGATEES.
(C)
THIS AGREEMENT IS PERSONAL IN NATURE AND
NEITHER OF THE PARTIES HERETO SHALL, WITHOUT THE CONSENT OF THE OTHER, ASSIGN,
TRANSFER OR DELEGATE THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER
EXCEPT AS EXPRESSLY PROVIDED IN SUBSECTION 11(A) HEREOF.
WITHOUT LIMITING THE
GENERALITY OF
16
THE FOREGOING, THE EXECUTIVE'S RIGHT TO RECEIVE PAYMENTS HEREUNDER SHALL NOT BE
ASSIGNABLE, TRANSFERABLE OR DELEGABLE, WHETHER BY PLEDGE, CREATION OF A SECURITY
INTEREST OR OTHERWISE, OTHER THAN BY A TRANSFER BY THE EXECUTIVE'S WILL OR BY
THE LAWS OF DESCENT AND DISTRIBUTION AND, IN THE EVENT OF ANY ATTEMPTED
ASSIGNMENT OR TRANSFER CONTRARY TO THIS SUBSECTION 11(C), THE COMPANY SHALL HAVE
NO LIABILITY TO PAY ANY AMOUNT SO ATTEMPTED TO BE ASSIGNED, TRANSFERRED OR
DELEGATED.
(D)
THE COMPANY AND THE EXECUTIVE RECOGNIZE THAT
EACH PARTY WILL HAVE NO ADEQUATE REMEDY AT LAW FOR BREACH BY THE OTHER OF ANY OF
THE AGREEMENTS CONTAINED HEREIN AND, IN THE EVENT OF ANY SUCH BREACH, THE
COMPANY AND THE EXECUTIVE HEREBY AGREE AND CONSENT THAT THE OTHER SHALL BE
ENTITLED TO A DECREE OF SPECIFIC PERFORMANCE, MANDAMUS OR OTHER APPROPRIATE
REMEDY TO ENFORCE PERFORMANCE OF THIS AGREEMENT.
12.
APPLICABLE LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUSIVE OF CONFLICTS OF LAW
PRINCIPLES OF ANY STATE) AND THE LAWS OF THE UNITED STATES OF AMERICA AND WILL,
TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE IN HARRIS
COUNTY, TEXAS.
COURTS WITHIN THE STATE OF TEXAS WILL HAVE JURISDICTION OVER ANY
AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN LAW OR EQUITY, ARISING
OUT OF OR RELATING TO THIS AGREEMENT.
THE PARTIES CONSENT TO AND AGREE TO
SUBMIT TO THE JURISDICTION OF SUCH COURTS.
VENUE IN ANY SUCH DISPUTE, WHETHER
IN FEDERAL OR STATE COURT, WILL BE LAID IN HARRIS COUNTY, TEXAS. EACH OF THE
PARTIES HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE
FULLEST EXTENT PERMITTED BY