LAW.
ACCORDINGLY, IF A COURT OF COMPETENT
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JURISDICTION DETERMINES THAT THE SCOPE AND/OR OPERATION OF ANY PROVISION OF THIS
AGREEMENT IS TOO BROAD TO BE ENFORCED AS WRITTEN, THE COMPANY AND EXECUTIVE
INTEND THAT THE COURT SHOULD REFORM SUCH PROVISION TO SUCH NARROWER SCOPE AND/OR
OPERATION AS IT DETERMINES TO BE ENFORCEABLE.
IF, HOWEVER, ANY PROVISION OF
THIS AGREEMENT IS HELD TO BE ILLEGAL, INVALID, OR UNENFORCEABLE UNDER PRESENT OR
FUTURE LAW, AND NOT SUBJECT TO REFORMATION, THEN (I) SUCH PROVISION SHALL BE
FULLY SEVERABLE, (II) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH
PROVISION WAS NEVER A PART OF THIS AGREEMENT, AND (III) THE REMAINING PROVISIONS
OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE
AFFECTED BY ILLEGAL, INVALID, OR UNENFORCEABLE PROVISIONS OR BY THEIR SEVERANCE.
4.11
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS
EXECUTED AND PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES.
4.12
JURISDICTION.
WITH RESPECT TO ANY SUIT, ACTION, OR OTHER
PROCEEDING ARISING FROM (OR RELATING TO) THIS AGREEMENT, THE COMPANY AND
EXECUTIVE HEREBY IRREVOCABLY AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION AND
VENUE OF THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS (AND
ANY TEXAS STATE COURT WITHIN TRAVIS COUNTY, TEXAS).
4.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to
be executed as of the date first written above.
"COMPANY"
MDI, INC.
By:
/s/ John Linton
Name:
John Linton
Title:
President
"EXECUTIVE"
ROD WALLACE
/s/ Rod Wallace
Executive's Signature
EXHIBIT A:
Proprietary Information and Inventions Agreement
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
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