NOTHING IN THE PLAN SHALL BE
DEEMED TO GIVE ANY EMPLOYEE THE RIGHT TO BE RETAINED IN THE EMPLOY OR OTHER
SERVICE OF THE COMPANY OR TO INTERFERE WITH THE RIGHT OF THE COMPANY TO
TERMINATE A PARTICIPANT'S EMPLOYMENT AT ANY TIME.
(E)
GOVERNING LAW.
THE PLAN AND ALL RIGHTS
THEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH ERISA AND, TO THE
EXTENT NOT PREEMPTED BY FEDERAL LAW, WITH THE LAWS OF THE STATE OF TEXAS
(F)
WITHHOLDING.
THE COMPANY MAY WITHHOLD
FROM ANY AND ALL AMOUNTS PAYABLE UNDER THE PLAN SUCH FEDERAL, STATE AND LOCAL
TAXES AS MAY BE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR
REGULATION.
12
(G)
OBLIGATION TO THE COMPANY.
IF A PARTICIPANT
(OR BENEFICIARY) BECOMES ENTITLED TO A DISTRIBUTION OF BENEFITS UNDER THE PLAN
AND IF AT SUCH TIME THE PARTICIPANT HAS OUTSTANDING ANY DEBT, OBLIGATION OR
OTHER LIABILITY REPRESENTING AN AMOUNT OWED TO THE COMPANY, THEN THE COMPANY MAY
OFFSET SUCH AMOUNTS OWING IT AGAINST THE AMOUNT OF BENEFITS DISTRIBUTABLE UNDER
THE TERMS OF THE PLAN AND ONLY WHEN SUCH BENEFITS ARE ACTUALLY DISTRIBUTABLE
PURSUANT TO THE TERMS OF THE PLAN.
13
EXHIBIT B
CONFIDENTIALITY AND
POST-EMPLOYMENT RESTRICTIVE COVENANTS
This Exhibit B contains the confidentiality and post-employment restrictive
covenants referenced in the Plan to which this Exhibit B is annexed. This
Exhibit B is a part of and will be interpreted in accordance with and otherwise
subject to the provisions of the Plan. The payments and benefits provided to a
participating employee (a "Participant") under the Plan are expressly
conditioned upon continuing compliance with the covenants set forth herein and
the provisions hereof.
1.
ACCESS TO SECRET AND CONFIDENTIAL INFORMATION.
THE COMPANY HAS
FURNISHED AND SHALL FURNISH TO THE PARTICIPANT SECRET AND CONFIDENTIAL
INFORMATION.
"SECRET AND CONFIDENTIAL INFORMATION" INCLUDES, WITHOUT
LIMITATION, THE COMPANY'S TECHNICAL AND BUSINESS INFORMATION, WHETHER PATENTABLE
OR NOT, WHICH IS OF A CONFIDENTIAL, TRADE SECRET OR PROPRIETARY CHARACTER, AND
WHICH IS EITHER DEVELOPED BY THE PARTICIPANT ALONE, WITH OTHERS OR BY OTHERS;
LISTS OF CUSTOMERS; IDENTITY OF CUSTOMERS; IDENTITY OF PROSPECTIVE CUSTOMERS;
CONTRACT TERMS; BIDDING INFORMATION AND STRATEGIES; PRICING METHODS OR
INFORMATION; COMPUTER SOFTWARE; COMPUTER SOFTWARE METHODS AND DOCUMENTATION;
HARDWARE; THE COMPANY'S METHODS OF OPERATION; THE PROCEDURES, FORMS AND
TECHNIQUES USED IN SERVICING ACCOUNTS; AND OTHER INFORMATION OR DOCUMENTS THAT
THE COMPANY REQUIRES TO BE MAINTAINED IN CONFIDENCE FOR THE COMPANY'S CONTINUED
BUSINESS SUCCESS.
2.
NON-DISCLOSURE OF SECRET AND CONFIDENTIAL INFORMATION.
IN
CONSIDERATION OF BEING ADMITTED TO THE PLAN AND AS A CONDITION OF RECEIVING AND
RETAINING PAYMENTS OR BENEFITS THEREUNDER, THE PARTICIPANT SHALL NOT DURING THE
PERIOD OF PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR AT ANY TIME THEREAFTER,
DISCLOSE TO ANYONE, INCLUDING, WITHOUT LIMITATION, ANY PERSON, FIRM,
CORPORATION, OR OTHER ENTITY,
OR PUBLISH, OR USE FOR ANY PURPOSE, ANY SECRET
AND CONFIDENTIAL INFORMATION, EXCEPT AS PROPERLY REQUIRED IN THE ORDINARY COURSE
OF THE COMPANY'S BUSINESS OR AS DIRECTED AND AUTHORIZED BY THE COMPANY.
3.
DUTY TO RETURN COMPANY DOCUMENTS AND PROPERTY.
UPON THE
TERMINATION