OR AT SUCH OTHER ADDRESSES AS SUCH
PARTIES MAY DESIGNATE BY NOTICE TO THE OTHER PARTIES:
If to CGX:
Consolidated Graphics, Inc.
5858 Westheimer, Suite 200
Houston, Texas 77057
Attention: Chairman of the Compensation Committee
with a copy (which shall not
constitute notice) to:
R. Clyde Parker, Jr., Esq.
Winstead Sechrest & Minick P.C.
910 Travis, Suite 2400
Houston, Texas 77002
If to Executive:
Joe R. Davis
c/o Consolidated Graphics, Inc.
5858 Westheimer, Suite 200
Houston, Texas 77057
19.
ASSIGNMENT.
CGX, BUT NOT EXECUTIVE, MAY ASSIGN OR DELEGATE ANY OF
ITS RIGHTS OR OBLIGATIONS HEREUNDER; PROVIDED, HOWEVER, THAT WITHOUT THE CONSENT
OF EXECUTIVE, CGX SHALL NOT BE RELIEVED OF ANY OF ITS OBLIGATIONS HEREUNDER AS A
RESULT OF ANY ASSIGNMENT TO A THIRD PARTY; PROVIDED, FURTHER, THAT AN ASSIGNMENT
MADE IN ACCORDANCE WITH THIS SECTION SHALL NOT CONSTITUTE A TERMINATION OF
EMPLOYMENT FOR PURPOSES OF THIS AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF ANY ASSIGNEE THEREOF AND ANY SUCH ASSIGNEE SHALL BE
DEEMED SUBSTITUTED FOR CGX UNDER THE TERMS OF THIS AGREEMENT AND ALL REFERENCES
TO THE "CGX" SHALL BE DEEMED TO MEAN SUCH ASSIGNEE.
AS USED IN THIS AGREEMENT,
THE TERM "ASSIGNEE" SHALL INCLUDE ANY AFFILIATE OR PERSON, FIRM, PARTNERSHIP,
CORPORATION OR CGX WHICH AT ANY TIME, WHETHER BY MERGER, PURCHASE OR OTHERWISE,
ACQUIRES ALL OF THE CAPITAL STOCK OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS
OF CGX, AND ANY ASSIGNEE OR SUCCESSOR THEREOF.
20.
NO MITIGATION OBLIGATION.
CGX HEREBY ACKNOWLEDGES THAT IT WILL BE
DIFFICULT, AND MAY BE IMPOSSIBLE, FOR EXECUTIVE TO FIND REASONABLY COMPARABLE
EMPLOYMENT FOLLOWING THE TERMINATION DATE AND THAT THE NONCOMPETITION COVENANTS
CONTAINED IN SECTIONS 8 AND 9 HEREOF WILL FURTHER LIMIT THE EMPLOYMENT
OPPORTUNITIES FOR EXECUTIVE.
ACCORDINGLY, THE PARTIES HERETO EXPRESSLY AGREE
THAT THE PAYMENT OF ALL SUCH AMOUNTS AND THE PROVISION OF ALL SUCH BENEFITS BY
CGX TO EXECUTIVE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WILL BE
LIQUIDATED DAMAGES, AND THAT EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE THE
AMOUNT OF ANY PAYMENT PROVIDED FOR IN THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT
OR OTHERWISE, NOR SHALL ANY PROFITS, INCOME, EARNINGS OR OTHER BENEFITS FROM ANY
SOURCE WHATSOEVER CREATE ANY MITIGATION, OFFSET, REDUCTION OR ANY OTHER
OBLIGATION ON THE PART OF EXECUTIVE HEREUNDER OR OTHERWISE.
21.
AMENDMENT AND MODIFICATION.
NO AMENDMENT OR MODIFICATION OF THE
TERMS OF THIS AGREEMENT SHALL BE BINDING UPON EITHER PARTY UNLESS REDUCED TO
WRITING AND SIGNED BY EXECUTIVE AND A DULY APPOINTED OFFICER OF CGX.
22.
GOVERNING LAW.
THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS
HEREUNDER, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
23.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, ANY ONE OF WHICH SHALL BE DEEMED THE ORIGINAL WITHOUT REFERENCE TO
THE OTHERS.
24.
SEVERABILITY.
IF ANY PROVISION OR PORTION OF THIS AGREEMENT SHALL
BE DETERMINED TO BE INVALID OR UNENFORCEABLE