STOCKHOLDERS OF THE CORPORATION.
2.
NO EMPLOYMENT OR SERVICE CONTRACT.
NOTHING IN THIS AGREEMENT OR IN THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT
TO CONTINUE IN SERVICE FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH OR
OTHERWISE RESTRICT IN ANY WAY THE RIGHTS OF THE CORPORATION (OR ANY PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) OR OF PARTICIPANT, WHICH RIGHTS
ARE HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE PARTICIPANT'S SERVICE AT ANY
TIME FOR ANY REASON, WITH OR WITHOUT CAUSE.
3.
NOTICES.
ANY NOTICE REQUIRED TO BE
GIVEN UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVE
UPON PERSONAL DELIVERY OR UPON DEPOSIT IN THE U.S. MAIL, REGISTERED OR
CERTIFIED, POSTAGE PREPAID AND PROPERLY ADDRESSED TO THE PARTY ENTITLED TO SUCH
NOTICE AT THE ADDRESS INDICATED BELOW SUCH PARTY'S SIGNATURE LINE ON THIS
AGREEMENT OR AT SUCH OTHER ADDRESS AS SUCH PARTY MAY DESIGNATE BY TEN (10) DAYS
ADVANCE WRITTEN NOTICE UNDER THIS PARAGRAPH TO ALL OTHER PARTIES TO THIS
AGREEMENT.
4.
NO WAIVER.
THE FAILURE OF THE
CORPORATION IN ANY INSTANCE TO EXERCISE THE REPURCHASE RIGHT SHALL NOT
CONSTITUTE A WAIVER OF ANY OTHER REPURCHASE RIGHTS THAT MAY SUBSEQUENTLY ARISE
UNDER THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE
CORPORATION AND PARTICIPANT.
NO WAIVER OF ANY BREACH OR CONDITION OF THIS
AGREEMENT SHALL BE DEEMED TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH OR
CONDITION, WHETHER OF LIKE OR DIFFERENT NATURE.
4
5.
CANCELLATION OF SHARES.
IF THE
CORPORATION SHALL MAKE AVAILABLE, AT THE TIME AND PLACE AND IN THE AMOUNT AND
FORM PROVIDED IN THIS AGREEMENT, THE CONSIDERATION FOR THE PURCHASED SHARES TO
BE REPURCHASED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, THEN FROM
AND AFTER SUCH TIME, THE PERSON FROM WHOM SUCH SHARES ARE TO BE REPURCHASED
SHALL NO LONGER HAVE ANY RIGHTS AS A HOLDER OF SUCH SHARES (OTHER THAN THE RIGHT
TO RECEIVE PAYMENT OF SUCH CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT).
SUCH SHARES SHALL BE DEEMED PURCHASED IN ACCORDANCE WITH THE APPLICABLE
PROVISIONS HEREOF, AND THE CORPORATION SHALL BE DEEMED THE OWNER AND HOLDER OF
SUCH SHARES, WHETHER OR NOT THE CERTIFICATES THEREFOR HAVE BEEN DELIVERED AS
REQUIRED BY THIS AGREEMENT.
6.
PARTICIPANT UNDERTAKING.
PARTICIPANT
HEREBY AGREES TO TAKE WHATEVER ADDITIONAL ACTION AND EXECUTE WHATEVER ADDITIONAL
DOCUMENTS THE CORPORATION MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO CARRY OUT
OR EFFECT ONE OR MORE OF THE OBLIGATIONS OR RESTRICTIONS IMPOSED ON EITHER
PARTICIPANT OR THE PURCHASED SHARES PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT.
7.
AGREEMENT IS ENTIRE CONTRACT.
THIS
AGREEMENT CONSTITUTES THE ENTIRE CONTRACT BETWEEN THE PARTIES HERETO WITH REGARD
TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT IS MADE PURSUANT TO THE PROVISIONS
OF THE PLAN AND SHALL IN ALL RESPECTS BE CONSTRUED IN CONFORMITY WITH THE TERMS
OF THE PLAN.
8.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
WITHOUT RESORT TO THAT STATE'S CONFLICT-OF-LAWS RULES.
9.
SUCCESSORS