THE EXECUTIVE HAD CONTINUED TO
LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTORS, PERSONAL
REPRESENTATIVES OR ADMINISTRATORS OF THE EXECUTIVE'S ESTATE.
9.
NOTICES.
FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT SHALL BE IN WRITING AND SHALL
BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED OR MAILED BY UNITED STATES
REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED, IF TO THE
EXECUTIVE, TO THE LAST ADDRESS ON THE BOOKS AND RECORDS OF THE COMPANY AND, IF
TO THE COMPANY, TO THE ADDRESS SET FORTH BELOW, OR TO SUCH OTHER ADDRESS AS
EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH,
EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON ACTUAL
RECEIPT:
To the Company:
Stewart & Stevenson Services, Inc.
2707 North Loop West
Houston, Texas
77008-1088
Attention:
Secretary
10.
MISCELLANEOUS.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED,
WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION OR DISCHARGE IS AGREED TO
IN WRITING AND SIGNED BY THE EXECUTIVE AND SUCH OFFICER AS MAY BE SPECIFICALLY
DESIGNATED BY THE COMMITTEE.
NO WAIVER BY EITHER PARTY HERETO AT ANY TIME OF
ANY BREACH BY THE OTHER PARTY HERETO OF, OR OF ANY LACK OF COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY
SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT
THE SAME OR AT ANY PRIOR OR SUBSEQUENT TIME.
THIS AGREEMENT SUPERSEDES ANY
OTHER AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR IMPLIED
(INCLUDING, WITHOUT LIMITATION, THE 2004 AGREEMENT), WITH RESPECT TO THE SUBJECT
MATTER HEREOF WHICH HAVE BEEN MADE BY EITHER PARTY, PROVIDED, HOWEVER, THAT THIS
AGREEMENT SHALL SUPERSEDE ANY AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS
OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY ONLY IN THE EVENT THAT THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED ON OR FOLLOWING A CHANGE
IN CONTROL, BY THE COMPANY OTHER THAN FOR CAUSE OR BY THE EXECUTIVE FOR GOOD
REASON; AND PROVIDED FURTHER THAT ALL AGREEMENTS OTHERWISE SUPERSEDED BY THIS
AGREEMENT SHALL BE AUTOMATICALLY REINSTATED WITH FULL FORCE AND EFFECT TO THE
EXTENT THIS AGREEMENT IS TERMINATED.
NOTWITHSTANDING THE FOREGOING, THE
EXECUTIVE'S COVENANTS SET FORTH IN SECTION 9 OF THE EMPLOYMENT AGREEMENT SHALL
NOT BE SUPERSEDED BY THIS AGREEMENT BUT SHALL REMAIN IN FULL FORCE AND EFFECT IN
THE EVENT THAT THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY TERMINATES ON OR
FOLLOWING A CHANGE IN CONTROL.
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
TEXAS.
ALL REFERENCES TO SECTIONS OF THE EXCHANGE ACT OR THE CODE SHALL BE
DEEMED ALSO TO REFER TO ANY SUCCESSOR PROVISIONS TO SUCH SECTIONS.
ANY PAYMENTS
PROVIDED FOR HEREUNDER SHALL BE PAID NET OF ANY APPLICABLE WITHHOLDING REQUIRED
UNDER FEDERAL, STATE OR LOCAL LAW AND ANY ADDITIONAL WITHHOLDING TO WHICH THE
EXECUTIVE HAS AGREED.
THE OBLIGATIONS