ELECTION OF DIRECTORS OF THE CORPORATION RESULTING FROM
SUCH MERGER, REORGANIZATION OR CONSOLIDATION, (II) A LIQUIDATION OR DISSOLUTION
OF THE CORPORATION OR (III) THE SALE OR OTHER DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION.
[D]
FOR PURPOSES OF THIS DEFINITION, "PERSON"
MEANS SUCH TERM AS USED IN SECURITIES EXCHANGE COMMISSION ("SEC")
RULE 13D-5(B) UNDER THE 1934 ACT; "BENEFICIAL OWNER" MEANS SUCH TERM AS DEFINED
IN SEC RULE 13D-3 UNDER THE 1934 ACT; "GROUP" MEANS SUCH TERM AS DEFINED IN
SECTION 13(D) OF THE 1934 ACT; "SUBSIDIARY" MEANS A CORPORATION AS DEFINED IN
SECTION 425(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE") WITH
THE CORPORATION BEING TREATED AS THE EMPLOYER CORPORATION FOR PURPOSES OF THIS
DEFINITION OF SUBSIDIARY; AND "STOCK" MEANS THE COMMON STOCK OF THE CORPORATION.
SECTION 20.
GENERAL PROVISIONS.
[A]
AMENDMENT.
THIS AGREEMENT MAY NOT BE AMENDED, ALTERED OR
MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE PARTIES HERETO, OR THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS, AND MAY NOT BE OTHERWISE TERMINATED EXCEPT AS
SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE
CORPORATION UNILATERALLY MAY AMEND THIS AGREEMENT BY PROVIDING NOTICE TO THE
EMPLOYEE OF SUCH AMENDMENT IN ORDER TO MODIFY THE TERMS OF THE AGREEMENT TO
COMPLY WITH LAW, AS MAY REASONABLY BE DETERMINED BY THE CORPORATION BASED ON NEW
STATUTES, REGULATIONS, ADMINISTRATIVE PRONOUNCEMENTS, CASES, OR OTHER
GOVERNMENTAL GUIDANCE, AND THE CORPORATION MAY MAKE ANY OTHER AMENDMENT TO THIS
AGREEMENT BY PROVIDING NOTICE TO THE EMPLOYEE OF SUCH AMENDMENT TO THE EXTENT
THAT SUCH AMENDMENT DOES NOT MATERIALLY ALTER THE RIGHTS OF THE EMPLOYEE
HEREUNDER.
[B]
CONTINUATION.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE CORPORATION AND ITS SUCCESSORS AND ASSIGNS, AND THE EMPLOYEE,
"GENDER_PRONOUN" SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS AND
BENEFICIARIES.
[C]
NOTICE.
ANY NOTICE, CONSENT OR DEMAND REQUIRED OR PERMITTED TO BE
GIVEN UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE IN WRITING, AND SHALL BE
SIGNED BY THE PARTY GIVING OR MAKING THE SAME.
IF SUCH NOTICE, CONSENT OR
DEMAND IS MAILED TO A PARTY HERETO, IT SHALL BE SENT BY UNITED STATES MAIL,
POSTAGE PREPAID, ADDRESSED TO SUCH PARTY'S LAST KNOWN ADDRESS AS SHOWN ON THE
RECORDS OF THE CORPORATION.
THE DATE OF SUCH MAILING SHALL BE DEEMED THE DATE
OF NOTICE, CONSENT OR DEMAND.
[D]
GOVERNING LAW.
THIS AGREEMENT, AND THE RIGHTS OF THE PARTIES
HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF COLORADO.
[E]
HEADINGS & SEVERABILITY.
HEADINGS AT THE BEGINNING OF SECTIONS
ARE FOR CONVENIENCE OF REFERENCE, SHALL NOT BE CONSIDERED PART OF THIS
AGREEMENT, AND SHALL NOT INFLUENCE ITS CONSTRUCTION.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE CONSTRUED AS A WHOLE IN SUCH MANNER AS TO CARRY OUT THE
PROVISIONS THEREOF AND SHALL NOT BE CONSTRUED SEPARATELY WITHOUT RELATION TO THE
CONTEXT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF ANY PROVISION OF THIS
AGREEMENT SHALL BE
9
HELD ILLEGAL OR INVALID FOR ANY REASON, SUCH DETERMINATION SHALL