TO ANY LAW OR GOVERNMENT REGULATION OR RULING OR EMPLOYEE
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BENEFIT PLAN.
THE AGGREGATE AMOUNT REQUIRED TO BE WITHHELD FROM ANY BONUS PAID
PURSUANT TO THIS AGREEMENT SHALL BE DEDUCTED FROM SUCH BONUS PAYMENT.
9.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO ANY CONFLICTS OF
LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION).
LITIGATION CONCERNING ANY DISPUTE OVER THE INTERPRETATION OR
ENFORCEMENT OF THIS AGREEMENT WILL BE FILED AND RESOLVED IN A FEDERAL OR STATE
COURT IN TARRANT COUNTY, TEXAS.
10.
ATTORNEY FEES.
IF A DISPUTE ARISES OVER
THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT, THE PREVAILING PARTY IN ANY
LITIGATION SHALL BE ENTITLED TO THE RECOVERY OF HIS, HER OR ITS ATTORNEY FEES
FROM THE NON-PREVAILING PARTY.
11.
DEFINITIONS.
ANY CAPITALIZED TERM IN THIS
AGREEMENT THAT IS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING GIVEN IT
IN THE SETTLEMENT AGREEMENT.
12.
NO REDUCTION.
EMPLOYER DOES NOT HAVE, AND
WILL NOT ATTEMPT TO EXERCISE, ANY RIGHT OF OFFSET, RECOUPMENT, COUNTERCLAIM OR
SIMILAR RIGHT TO REDUCE OR EXCUSE PAYMENT OF THE BONUS.
13.
SCOPE AND MODIFICATION OF AGREEMENT.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT REGARDING A RETENTION BONUS OR THE
BONUS BETWEEN EMPLOYER AND EMPLOYEE AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
ORAL OR WRITTEN AGREEMENTS OR UNDERSTANDINGS OF EMPLOYER AND EMPLOYEE REGARDING
THE SUBJECT MATTER HEREOF.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN,
THIS AGREEMENT MAY NOT BE MODIFIED EXCEPT BY WRITTEN AGREEMENT SIGNED BY A
MEMBER OF THE SPECIAL COMMITTEE ON BEHALF OF EMPLOYER AND BY EMPLOYEE.
14.
NOTICE.
ALL NOTICES, DEMANDS, REQUESTS OR
OTHER COMMUNICATIONS THAT MAY BE OR ARE REQUIRED TO BE GIVEN, SERVED OR SENT
UNDER THIS AGREEMENT WILL BE IN WRITING AND WILL BE MAILED BY FIRST-CLASS,
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PRE-PAID, OR TRANSMITTED BY
HAND DELIVERY, OR FAX WITH CONFIRMATION OF RECEIPT OBTAINED, OR OVER-NIGHT
COURIER WITH DELIVERY RECEIPT OBTAINED, AS FOLLOWS:
(a)
If to Employer:
3CI Complete Compliance Corporation
1517 W. North Carrier Parkway, Suite 104
Grand Prairie, Texas 75050
Attention: President
(b)
If to Employee:
Employer and Employee may each designate by notice in writing a new address to
which any notice, demand, request or communication may thereafter be given.
Each notice, demand, request or communication that is mailed, delivered or
transmitted in the manner described above
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shall be deemed given and received for all purposes at such time as it is
actually delivered to or received by the addressee or at such time as delivery
is refused by the addressee upon presentation.
15.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR SPOUSES, HEIRS AND
PERSONAL AND LEGAL REPRESENTATIVES.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL
AND ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE