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, WITH RESPECT TO THE SUBJECT MATTER HEREOF
8
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 OTHER THAN 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REASON; AND PROVIDED FURTHER THAT ALL AGREEMENTS OTHERWISE SUPERSEDED BY THIS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.
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 OF THE COMPANY AND THE EXECUTIVE UNDER
THIS AGREEMENT WHICH BY THEIR NATURE MAY REQUIRE EITHER PARTIAL OR TOTAL
PERFORMANCE AFTER THE EXPIRATION OF THE TERM (INCLUDING, WITHOUT LIMITATION,
THOSE UNDER SECTIONS 5 AND 6 HEREOF) SHALL SURVIVE SUCH EXPIRATION.
11.
VALIDITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL
REMAIN IN FULL FORCE AND EFFECT.
12.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
13.
SETTLEMENT OF DISPUTES; ARBITRATION.
13.1
ALL CLAIMS BY THE EXECUTIVE FOR BENEFITS UNDER
THIS AGREEMENT SHALL BE DIRECTED TO AND DETERMINED BY THE COMMITTEE AND SHALL BE
IN WRITING.
ANY DENIAL BY THE COMMITTEE OF A CLAIM FOR BENEFITS UNDER THIS
AGREEMENT SHALL BE DELIVERED TO THE EXECUTIVE IN WRITING WITHIN THIRTY (30) DAYS
AFTER WRITTEN NOTICE OF THE CLAIM IS PROVIDED TO THE COMPANY IN ACCORDANCE WITH
SECTION 10 AND SHALL SET FORTH THE SPECIFIC REASONS FOR THE DENIAL AND THE
SPECIFIC PROVISIONS OF THIS AGREEMENT RELIED UPON.
THE COMMITTEE SHALL AFFORD A
REASONABLE OPPORTUNITY TO THE EXECUTIVE FOR A REVIEW OF THE DECISION DENYING A
CLAIM AND SHALL FURTHER ALLOW THE EXECUTIVE TO APPEAL TO THE COMMITTEE A
DECISION OF THE COMMITTEE WITHIN SIXTY (60) DAYS AFTER NOTIFICATION BY THE
COMMITTEE THAT THE EXECUTIVE'S CLAIM HAS