(D) CONSULTANT HAS READ THIS AGREEMENT AND FULLY UNDERSTANDS THE TERMS OF THIS
AGREEMENT AND THEIR IMPORT; (E) EXCEPT AS PROVIDED BY THIS AGREEMENT, CONSULTANT
HAS NO CONTRACTUAL RIGHT OR CLAIM TO THE PAYMENTS AND BENEFITS DESCRIBED HEREIN;
(F) THE CONSIDERATION PROVIDED FOR HEREIN IS GOOD AND VALUABLE; AND
(G) CONSULTANT IS ENTERING INTO THIS AGREEMENT VOLUNTARILY, OF CONSULTANT'S OWN
FREE WILL, AND WITHOUT ANY COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OF
ANY KIND.
CONSULTANT FURTHER ACKNOWLEDGES THAT FOR PURPOSES OF THE
HEELING, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED (THE "PLAN"), THAT HIS
SERVICES HEREUNDER WILL NOT BE DEEMED TO BE "CONTINUOUS SERVICE" (AS DEFINED
PURSUANT TO THE PLAN); THAT THE VESTING OF HIS OPTIONS ISSUED UNDER THE PLAN
WILL ONLY CONTINUE SO LONG AS HE REMAINS A DIRECTOR OF THE COMPANY; AND THAT
COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE TERM OF
CONSULTANT'S STATUS AS A DIRECTOR OF THE COMPANY.
10.
REVOCATION.
WITHIN THE SEVEN (7) CONSECUTIVE CALENDAR DAYS
FOLLOWING CONSULTANT'S EXECUTION OF THIS AGREEMENT (THE "REVOCATION PERIOD"),
CONSULTANT MAY REVOKE THIS AGREEMENT BY WRITTEN NOTICE SENT BY BOTH FAX AND
FIRST CLASS MAIL TO THE COMPANY IN CARE OF ITS ATTORNEY, KENNETH C. BROODO,
GARDERE WYNNE SEWELL LLP, 1601 ELM STREET, SUITE 3000, DALLAS, TEXAS
75201-4761, FAX NUMBER (214) 999-3626.
IF CONSULTANT REVOKES THIS AGREEMENT,
THE CONSULTANT SHALL HAVE NO RIGHT OR ENTITLEMENT TO ANY OF THE CONSIDERATION
DESCRIBED IN PARAGRAPH 4 OR ELSEWHERE IN THIS AGREEMENT.
CONSULTANT UNDERSTANDS
THAT IF THE COMPANY DOES NOT RECEIVE NOTICE OF REVOCATION PRIOR TO THE
EXPIRATION OF THE REVOCATION PERIOD, CONSULTANT SHALL HAVE FOREVER WAIVED THE
RIGHT TO REVOKE THIS AGREEMENT, AND THIS AGREEMENT AND ALL OF ITS TERMS SHALL
HAVE FULL FORCE AND EFFECT.
11.
RESTRICTIVE COVENANTS; ARBITRATION.
THE FOLLOWING CONTRACTUAL
TERMS STATED IN THE EMPLOYMENT AGREEMENT, TO THE EXTENT THAT THEY APPLY
POST-EMPLOYMENT, SHALL SURVIVE THE EXECUTION OF THIS AGREEMENT AND CONTINUE IN
FULL FORCE AND EFFECT:
PARAGRAPHS 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17,
18, 20, AND 21 OF THE EMPLOYMENT AGREEMENT.
FOR THE SAKE OF CLARITY, NO
NON-COMPETE COVENANTS ARE INTENDED TO COMMENCE UPON THE TERMINATION OF THIS
AGREEMENT, AND THIS AGREEMENT IS NOT INTENDED TO BE EXCLUSIVE.
12.
SURVIVAL.
THE TERMS AND OBLIGATIONS STATED IN THIS PARAGRAPH AND
PARAGRAPHS 1, 2.B., 3.B., 3.C., 5, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19,
20, 21, 22, AND 23 OF THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT (REGARDLESS OF THE BASIS FOR TERMINATION), AND REMAIN IN FULL FORCE
AND EFFECT BASED ON THE TERMS AS STATED.
(ALL REFERENCED PARAGRAPHS INCLUDE
THEIR SUBPARTS UNLESS OTHERWISE SPECIFIED.)
13.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER OF THIS AGREEMENT, AND
SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS, ORAL OR
WRITTEN, WITH REGARD TO THE SAME SUBJECT MATTER, EXCEPT AS OTHERWISE STATED
HEREIN.
ALL
6
PRIOR AND CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS REGARDING THE SUBJECT
MATTER