BY A COURT OF COMPETENT
JURISDICTION, IN WHOLE OR IN PART, THEN THE OTHER PROVISIONS CONTAINED HEREIN
SHALL REMAIN IN FULL FORCE AND EFFECT AS IF THE PROVISION THAT WAS DETERMINED TO
BE VOID, ILLEGAL, OR UNENFORCEABLE HAD NOT BEEN CONTAINED HEREIN. IN MAKING ANY
SUCH DETERMINATION, THE DETERMINING COURT SHALL DEEM ANY SUCH PROVISION TO BE
MODIFIED SO AS TO GIVE IT THE MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW.
14.
WAIVER, CONSTRUCTION AND MODIFICATION.
THE WAIVER BY ANY PARTY
HERETO OF A BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE OR BE
CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH BY ANY PARTY. THIS AGREEMENT MAY
NOT BE MODIFIED, ALTERED OR AMENDED EXCEPT BY WRITTEN AGREEMENT OF ALL THE
PARTIES HERETO.
15.
GOVERNING LAW AND VENUE.
IT IS THE INTENTION OF THE PARTIES
THAT THE LAWS OF THE STATE OF TEXAS SHOULD GOVERN THE VALIDITY OF THIS
AGREEMENT, THE CONSTRUCTION OF ITS TERMS, AND THE INTERPRETATION OF THE RIGHTS
AND DUTIES OF THE PARTIES HERETO WITHOUT REGARD TO ANY CONTRARY CONFLICTS OF
LAWS PRINCIPLES. IT IS STIPULATED THAT TEXAS HAS A COMPELLING STATE INTEREST IN
THE SUBJECT MATTER OF THIS AGREEMENT, AND THAT EXECUTIVE HAS OR WILL HAVE
REGULAR CONTACT WITH TEXAS IN THE PERFORMANCE OF THIS AGREEMENT. THE AGREED UPON
VENUE AND PERSONAL JURISDICTION FOR THE PARTIES ON ANY CLAIMS OR DISPUTES UNDER
THIS AGREEMENT IS DALLAS COUNTY, TEXAS.
16.
REPRESENTATION OF EXECUTIVE.
EXECUTIVE HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT EXECUTIVE HAS NOT PREVIOUSLY ASSUMED ANY
OBLIGATIONS THAT WOULD PREVENT HIM FROM ACCEPTING, RETAINING AND/OR ENGAGING IN
FULL EMPLOYMENT WITH THE COMPANY, OR WHICH EXECUTIVE COULD VIOLATE IN THE
ORDINARY COURSE OF HIS DUTIES FOR THE COMPANY. FURTHER, EXECUTIVE HEREBY
REPRESENTS AND WARRANTS TO THE COMPANY THAT EXECUTIVE HAS NOT PREVIOUSLY ASSUMED
ANY OBLIGATIONS THAT ARE INCONSISTENT WITH THOSE CONTAINED IN THIS AGREEMENT,
AND THAT HE WILL NOT USE, DISCLOSE, OR OTHERWISE RELY UPON ANY CONFIDENTIAL
INFORMATION OR TRADE SECRETS
9
DERIVED FROM ANY PREVIOUS EMPLOYMENT, IF EXECUTIVE HAS ANY, IN THE PERFORMANCE
OF HIS DUTIES ON BEHALF OF THE COMPANY. FURTHER, EXECUTIVE ACKNOWLEDGES THAT HE
HAS READ AND IS FULLY FAMILIAR WITH THE TERMS OF THIS AGREEMENT, HAS HAD A
REASONABLE OPPORTUNITY TO CONSIDER THIS AGREEMENT AND TO SEEK LEGAL COUNSEL, AND
AFTER SUCH REVIEW, EXECUTIVE STIPULATES THAT THE PROMISES MADE BY HIM IN THIS
AGREEMENT ARE NOT GREATER THAN NECESSARY FOR THE PROTECTION OF THE COMPANY'S
GOOD WILL AND OTHER LEGITIMATE BUSINESS INTERESTS AND DO NOT CREATE UNDUE
HARDSHIP FOR EXECUTIVE OR THE PUBLIC.
17.
WITHHOLDING TAXES.
THE COMPANY MAY WITHHOLD FROM ANY AND ALL AMOUNTS
PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE, LOCAL AND ANY OTHER APPLICABLE
TAXES AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION ARE REQUIRED TO BE
WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
18.
COMPLIANCE WITH CODE SECTION 409A.
ALL PROVISIONS OF THIS AGREEMENT
SHALL BE INTERPRETED IN A MANNER CONSISTENT WITH CODE SECTION 409A AND THE
REGULATIONS AND OTHER GUIDANCE PROMULGATED THEREUNDER. NOTWITHSTANDING THE