16.
WAIVER.
A PARTY'S FAILURE TO INSIST ON
COMPLIANCE OR ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT, SHALL NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OR CONSTITUTE A WAIVER OF FUTURE ENFORCEMENT OF
THAT PROVISION OR OF ANY OTHER PROVISION OF THIS AGREEMENT BY THAT PARTY OR ANY
OTHER PARTY.
17.
GOVERNING LAW.
THIS AGREEMENT SHALL IN ALL
RESPECTS BE SUBJECT TO, AND GOVERNED BY, THE LAWS OF THE STATE OF TEXAS.
18.
SEVERABILITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION IN THE AGREEMENT SHALL NOT IN ANY WAY AFFECT
THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION AND THIS AGREEMENT SHALL
BE CONSTRUED IN ALL RESPECTS AS IF SUCH INVALID OR UNENFORCEABLE PROVISION HAD
NEVER BEEN IN THE AGREEMENT.
19.
NOTICE.
ANY AND ALL NOTICES REQUIRED OR
PERMITTED HEREIN SHALL BE DEEMED DELIVERED IF DELIVERED PERSONALLY OR IF MAILED
BY REGISTERED OR CERTIFIED MAIL TO THE CORPORATION AT ITS PRINCIPAL PLACE OF
BUSINESS AND TO THE EMPLOYEE AT THE ADDRESS HEREINAFTER SET FORTH FOLLOWING THE
EMPLOYEE'S SIGNATURE, OR AT SUCH OTHER ADDRESS OR ADDRESSES AS EITHER PARTY MAY
HEREAFTER DESIGNATE IN WRITING TO THE OTHER.
20.
ASSIGNMENT.
THIS AGREEMENT, TOGETHER WITH
ANY AMENDMENTS HERETO, SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL
REPRESENTATIVES, EXCEPT THAT THE RIGHTS AND BENEFITS OF EITHER OF THE PARTIES
UNDER THIS AGREEMENT MAY NOT BE ASSIGNED WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY.
21.
INDEMNIFICATION AND INSURANCE; LEGAL
EXPENSES.
THE CORPORATION SHALL INDEMNIFY THE EMPLOYEE TO THE FULLEST EXTENT
PERMITTED BY THE LAWS OF THE STATE OF DELAWARE, AS IN EFFECT AT THE TIME OF THE
SUBJECT ACT OR OMISSION, AND SHALL ADVANCE TO THE EMPLOYEE REASONABLE ATTORNEYS'
13
FEES AND EXPENSES AS SUCH FEES AND EXPENSES ARE INCURRED (SUBJECT TO AN
UNDERTAKING FROM THE EMPLOYEE TO REPAY SUCH ADVANCES IF IT SHALL BE FINALLY
DETERMINED BY A JUDICIAL DECISION WHICH IS NOT SUBJECT TO FURTHER APPEAL THAT
THE EMPLOYEE WAS NOT ENTITLED TO THE REIMBURSEMENT OF SUCH FEES AND EXPENSES)
AND HE WILL BE ENTITLED TO THE PROTECTION OF ANY INSURANCE POLICIES THE
CORPORATION MAY ELECT TO MAINTAIN GENERALLY FOR THE BENEFIT OF ITS DIRECTORS AND
OFFICERS ("DIRECTORS AND OFFICERS INSURANCE") AGAINST ALL COSTS, CHARGES AND
EXPENSES INCURRED OR SUSTAINED BY HIM IN CONNECTION WITH ANY ACTION, SUIT OR
PROCEEDING TO WHICH HE MAY BE MADE A PARTY BY REASON OF HIS BEING OR HAVING BEEN
A DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION OR ANY OF ITS SUBSIDIARIES OR
HIS SERVING OR HAVING SERVED ANY OTHER ENTERPRISE AS A DIRECTOR, OFFICER OR
EMPLOYEE AT THE REQUEST OF THE CORPORATION (OTHER THAN ANY DISPUTE, CLAIM OR
CONTROVERSY ARISING UNDER OR RELATING TO THIS AGREEMENT).
THE CORPORATION
COVENANTS TO MAINTAIN DURING THE EMPLOYMENT TERM FOR THE BENEFIT OF THE EMPLOYEE
(IN HIS CAPACITY AS AN OFFICER AND DIRECTOR OF THE CORPORATION) DIRECTORS AND
OFFICERS INSURANCE PROVIDING BENEFITS TO THE EMPLOYEE NO LESS FAVORABLE, TAKEN
AS A WHOLE, THAN