Code.
8.
Successors.
(A)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE AND, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE ASSIGNABLE BY THE EXECUTIVE
OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S LEGAL
REPRESENTATIVES.
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(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE COMPANY AND ITS SUCCESSORS AND ASSIGNS.
(C)
THE COMPANY SHALL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY EXPRESSLY TO
ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE COMPANY WOULD HAVE BEEN REQUIRED TO PERFORM IT IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN
BOTH THE COMPANY AS DEFINED ABOVE AND ANY SUCH SUCCESSOR THAT ASSUMES AND AGREES
TO PERFORM THIS AGREEMENT, BY OPERATION OF LAW OR OTHERWISE.
9.
Miscellaneous.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICT OF LAWS.
THE CAPTIONS OF THIS AGREEMENT ARE NOT PART OF THE PROVISIONS
HEREOF AND SHALL HAVE NO FORCE AND EFFECT.
THIS AGREEMENT MAY NOT BE AMENDED OR
MODIFIED EXCEPT BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
(B)
ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE
IN WRITING AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER PARTY OR BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
ADDRESSED AS FOLLOWS:
If to the Executive:
Wayne H. Brunetti
P.O. Box 23433
Silverthorne, CO 80498
If to the Company:
Xcel Energy Inc.
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
or to such other address as either party furnishes to the other in writing in
accordance with this paragraph (b) of Section 9.
Notices and communications
shall be effective when actually received by the addressee.
(C)
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID OR
UNENFORCEABLE IN PART, THE REMAINING PORTION OF SUCH PROVISION, TOGETHER WITH
ALL OTHER PROVISIONS OF THIS AGREEMENT, SHALL REMAIN VALID AND ENFORCEABLE AND
CONTINUE IN FULL FORCE AND EFFECT TO THE FULLEST EXTENT CONSISTENT WITH LAW.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY
MAY WITHHOLD FROM AMOUNTS PAYABLE UNDER THIS AGREEMENT ALL FEDERAL, STATE, LOCAL
AND FOREIGN TAXES THAT ARE REQUIRED TO BE WITHHELD BY APPLICABLE LAWS OR
REGULATIONS.
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(E)
THE EXECUTIVE'S OR THE COMPANY'S FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION OF, OR TO ASSERT ANY RIGHT UNDER, THIS AGREEMENT
SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR OF ANY OTHER
PROVISION