THE CAPTIONS OF THIS AGREEMENT ARE NOT A PART OF THE
PROVISIONS HEREOF AND SHALL HAVE NO FORCE OR EFFECT.
9.11.
NUMBER AND GENDER.
WHEREVER APPROPRIATE, THE SINGULAR SHALL
INCLUDE THE PLURAL, THE PLURAL SHALL INCLUDE THE SINGULAR, AND THE MASCULINE
SHALL INCLUDE THE FEMININE.
9.12.
TAX WITHHOLDING.
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS PAYABLE
UNDER THIS AGREEMENT ANY TAXES THAT ARE REQUIRED TO BE WITHHELD PURSUANT TO ANY
APPLICABLE LAW OR REGULATION AND MAY REPORT ALL SUCH AMOUNTS PAYABLE TO SUCH
AUTHORITY AS IS REQUIRED BY ANY APPLICABLE LAW OR REGULATION.
9.13.
WAIVER.
EXECUTIVE'S FAILURE TO INSIST UPON STRICT COMPLIANCE WITH
ANY PROVISION OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF SUCH PROVISION
OR ANY OTHER PROVISION OF THIS AGREEMENT.
A WAIVER OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT BE DEEMED A WAIVER OF ANY OTHER PROVISION, AND ANY WAIVER OF
ANY DEFAULT IN ANY SUCH PROVISION SHALL NOT BE DEEMED A WAIVER OF ANY LATER
DEFAULT THEREOF OR OF ANY OTHER PROVISION.
9.14.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING
OF THE COMPANY AND EXECUTIVE WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES
ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, DEALING WITH THE SUBJECT MATTER
HEREOF.
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IN WITNESS WHEREOF, Executive and SeeBeyond Technology Corporation have executed
this Change of Control Employment Agreement as of the date first above written.
EXECUTIVE
/S/ JAMES DEMETRIADES
James Demetriades
SEEBEYOND TECHNOLOGY CORPORATION
By:
/S/ BARRY J. PLAGA
Its:
Chief Financial Officer
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