TAX IMPOSED BY SECTION 4999 OF THE
CODE, TOGETHER WITH INTEREST OR PENALTIES IMPOSED WITH RESPECT TO SUCH EXCISE
TAX; AND "AUDITOR" SHALL MEAN THE ACCOUNTING FIRM WHICH WAS, IMMEDIATELY PRIOR
TO THE CHANGE OF CONTROL, THE COMPANY'S INDEPENDENT AUDITOR.
26.
AGREEMENT VOLUNTARY:
EMPLOYEE AND S&S EACH
ACKNOWLEDGE AND AGREE THAT THEY HAVE CAREFULLY READ THIS AGREEMENT AND
UNDERSTAND THAT, EXCEPT AS EXPRESSLY RESERVED HEREIN, IT IS A RELEASE OF ALL
CLAIMS, KNOWN AND UNKNOWN, PAST OR PRESENT, INCLUDING ALL
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CLAIMS UNDER THE ADEA.
THE PARTIES FURTHER AGREE THAT THEY HAVE ENTERED INTO
THIS AGREEMENT FOR THE ABOVE STATED CONSIDERATION.
THE PARTIES EACH WARRANT TO
THE OTHER THAT THEY ARE FULLY COMPETENT AND AUTHORIZED TO EXECUTE THIS
AGREEMENT, WHICH THEY UNDERSTAND TO BE CONTRACTUAL.
THEY FURTHER EACH
ACKNOWLEDGE THAT THEY EXECUTE THIS AGREEMENT OF THEIR OWN FREE WILL, AFTER
HAVING A REASONABLE PERIOD OF TIME TO REVIEW, STUDY, AND DELIBERATE REGARDING
ITS MEANING AND EFFECT, AND AFTER BEING ADVISED TO CONSULT AN ATTORNEY, AND
WITHOUT RELIANCE ON ANY REPRESENTATION OF ANY KIND OR CHARACTER NOT EXPRESSLY
SET FORTH HEREIN.
FINALLY, THEY EXECUTE THIS AGREEMENT FULLY KNOWING ITS EFFECT
AND VOLUNTARILY FOR THE CONSIDERATION STATED ABOVE.
27.
NOTICES:
ANY NOTICES REQUIRED OR PERMITTED TO
BE GIVEN UNDER THIS AGREEMENT SHALL BE PROPERLY MADE IF DELIVERED IN THE CASE OF
S&S TO:
Stewart & Stevenson Services, Inc.
P.O. Box 1637
Houston, Texas
77251
Attention:
Stephen A. Hines
Vice President of Human Resources
and in the case of Employee to:
Don K. Kyle
98 E. Greywing Court
The Woodlands, Texas 77382
28.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS, PROMISES, COVENANTS,
ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR
WRITTEN, BY ANY OFFICER, EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO,
INCLUDING BUT NOT LIMITED TO THE SEVERANCE AGREEMENT DATED JULY 19, 2004 BETWEEN
EMPLOYEE AND THE COMPANY.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument, in Houston, Harris
County, Texas as of the last date entered below.
/s/ Don K. Kyle
12/20/05
Don K. Kyle
Date
STEWART & STEVENSON SERVICES, INC.
By:
/s/ Stephen A. Hines
12/23/05
Stephen A. Hines
Vice President of Human Resources
Date
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