OTHER RELATED PARTIES INCLUDED IN THE DEFINITION OF
COMPANY RELEASED PARTIES; PROVIDED THAT BOTH EXECUTIVE AND THE COMPANY WILL
RESPOND ACCURATELY TO ANY QUESTION, INQUIRY OR REQUEST FOR INFORMATION TO THE
EXTENT REQUIRED BY LAW.
13.
COOPERATION:
EXECUTIVE AGREES THAT FROM TIME TO TIME FOLLOWING
THE RESIGNATION DATE HE WILL, AT THE COMPANY'S WRITTEN REQUEST, VOLUNTARILY
ASSIST THE COMPANY WITH RESPECT TO ON-GOING OR CONTEMPLATED LITIGATION, AUDITS
BY GOVERNMENT AGENCIES OR ANY OTHER SIMILAR MATTERS.
THE COMPANY WILL REIMBURSE
EXECUTIVE FOR REASONABLE OUT-OF-POCKET EXPENSES INCURRED WITH RESPECT TO ANY
SUCH REQUESTED MATTERS; PROVIDED THAT SUCH EXPENSES SHALL NOT EXCEED $500
WITHOUT THE COMPANY'S WRITTEN APPROVAL.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
HIS ACTIVITIES UNDER THIS SECTION SHALL BE PERFORMED AS AN INDEPENDENT
CONTRACTOR AND NOT AS AN EMPLOYEE OF THE COMPANY.
THE COMPANY AGREES TO PROVIDE
EXECUTIVE WITH AS MUCH ADVANCE NOTICE OF ITS REQUESTS AS MAY BE REASONABLE UNDER
THE CIRCUMSTANCES.
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14.
SEVERABILITY:
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
ILLEGAL, INVALID, OR UNENFORCEABLE, SUCH PROVISION SHALL BE FULLY SEVERABLE
AND/OR CONSTRUED IN REMAINING PART TO THE FULL EXTENT ALLOWED BY LAW, WITH THE
REMAINING PROVISIONS OF THIS AGREEMENT CONTINUING IN FULL FORCE AND EFFECT.
15.
ENTIRE AGREEMENT: THIS AGREEMENT, THE INDEMNIFICATION AGREEMENT,
THE ISSUANCE AGREEMENT, THE OPTION AGREEMENTS (AND ANY ANCILLARY DOCUMENTS
RELATING TO THE OPTION AGREEMENTS), THE STOCK PLAN AND THE CONFIDENTIALITY
AGREEMENT, WHICH ARE INCORPORATED HEREIN BY REFERENCE, CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY, AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS, ORAL OR WRITTEN.
THIS AGREEMENT
CANNOT BE CHANGED OR TERMINATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT EXECUTED
BY THE PARTIES.
16.
GOVERNING LAW; VENUE:
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT WHERE
PREEMPTED BY FEDERAL LAW.
THE PARTIES HEREBY AGREE THAT TRAVIS COUNTY SHALL BE
THE EXCLUSIVE VENUE FOR ANY DISPUTES UNDER THIS AGREEMENT AND IRREVOCABLY SUBMIT
TO SUCH JURISDICTION.
[SIGNATURE PAGE FOLLOWS]
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17.
STATEMENT OF UNDERSTANDING:
BY EXECUTING THIS AGREEMENT,
EXECUTIVE ACKNOWLEDGES THAT (A) HE HAS HAD AT LEAST 21 DAYS TO CONSIDER THE
TERMS OF THIS AGREEMENT AND HAS CONSIDERED ITS TERMS FOR SUCH A PERIOD OF TIME
OR HAS KNOWINGLY AND VOLUNTARILY WAIVED HIS RIGHT TO DO SO; (B) HE HAS BEEN
ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY REGARDING THE TERMS OF THIS
AGREEMENT; (C) HE HAS CONSULTED WITH AN ATTORNEY OF HIS OWN CHOOSING REGARDING
THE TERMS OF THIS AGREEMENT; (D) HE HAS CONSULTED WITH HIS OWN TAX AND FINANCIAL
ADVISORS REGARDING THE TERMS OF THIS AGREEMENT AND IS NOT RELYING ON THE COMPANY
WITH RESPECT TO ANY MATTERS RELATED TO THIS AGREEMENT; (E) ANY AND ALL QUESTIONS
REGARDING THE TERMS OF THIS AGREEMENT HAVE BEEN ASKED AND ANSWERED TO HIS
COMPLETE SATISFACTION BY HIS ADVISORS; (F) HE HAS READ THIS AGREEMENT AND FULLY
UNDERSTANDS ITS TERMS AND THEIR IMPORT; (G) EXCEPT AS PROVIDED BY THIS
AGREEMENT, HE HAS NO CONTRACTUAL RIGHT OR CLAIM