OTHER RIGHT, POWER OR PRIVILEGE GRANTED HEREUNDER.
SECTION
17.
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR WRITTEN OR ORAL AGREEMENTS OR
UNDERSTANDINGS BETWEEN THE EXECUTIVE AND THE COMPANY OR ITS AFFILIATES RELATING
THERETO, INCLUDING, WITHOUT LIMITATION.
SECTION
18.
SEVERABILITY.
IN THE EVENT THAT ANY TERM
OR PROVISION OF THIS AGREEMENT IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE,
THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS
HEREOF SHALL NOT BE IN ANY WAY AFFECTED OR IMPAIRED THEREBY, AND THIS AGREEMENT
SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN CONTAINED THEREIN.
SECTION
19.
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS (IT BEING UNDERSTOOD AND AGREED THAT, EXCEPT
AS EXPRESSLY PROVIDED HEREIN, NOTHING CONTAINED IN THIS AGREEMENT IS INTENDED TO
CONFER UPON ANY OTHER PERSON OR ENTITY ANY RIGHTS, BENEFITS OR REMEDIES OF ANY
KIND OR CHARACTER WHATSOEVER).
THE EXECUTIVE MAY NOT ASSIGN THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
EXCEPT AS OTHERWISE PROVIDED
IN THIS AGREEMENT, THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANY OF THEIR
AFFILIATES OR TO ANY SUCCESSOR (WHETHER BY OPERATION OF LAW OR OTHERWISE) TO ALL
OR SUBSTANTIALLY ALL OF THEIR BUSINESS AND ASSETS WITHOUT THE CONSENT OF THE
EXECUTIVE, AND ANY TRANSFER OF EMPLOYMENT FROM THE COMPANY TO SUCH AFFILIATE OR
SUCCESSOR SHALL BE DEEMED TO CONSTITUTE AN ASSIGNMENT AND NOT A TERMINATION OF
EMPLOYMENT HEREUNDER.
IN THE EVENT OF AN ASSIGNMENT OF THIS AGREEMENT BY THE
COMPANY, ALL REFERENCES HEREIN TO PSI OR THE COMPANY SHALL BE DEEMED TO BE
REFERENCES TO THE ASSIGNEE.
SIMILARLY, IN THE EVENT PSI IS NO LONGER AN
AFFILIATE OF THE COMPANY (OR ANY ASSIGNEE), ALL REFERENCES TO PSI SHALL BE
DEEMED TO BE REFERENCES TO THE COMPANY (OR THE ASSIGNEE).
SECTION
20.
WITHHOLDING OF TAXES.
THE EXECUTIVE AGREES
THAT THE COMPANY SHALL DEDUCT, OR SHALL CAUSE TO BE DEDUCTED, FROM THE AMOUNT OF
ANY BENEFITS TO BE PAID HEREUNDER ANY TAXES REQUIRED TO BE WITHHELD BY THE
FEDERAL OR ANY STATE OR LOCAL GOVERNMENT.
SECTION
21.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
(EXCEPT THAT NO EFFECT SHALL BE GIVEN TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF
THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION).
SECTION
22.
HEADINGS.
THE HEADINGS OF THE SECTIONS
CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO
CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS
AGREEMENT.
SECTION
23.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL,
BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION
24.
SUBSIDIARIES AND AFFILIATES.
AS USED
HEREIN, THE TERM "SUBSIDIARY" SHALL MEAN ANY CORPORATION OR OTHER