DIRECTOR FOR ANY REASON OR (B) THE
DATE OF THE OCCURRENCE OF A CHANGE IN CONTROL, VERITAS SHALL TRANSFER TO THE
HOLDER THE NUMBER OF SHARES EQUAL TO THE NUMBER OF THE VESTED DSU'S THEN
CREDITED TO THE HOLDER'S BOOKKEEPING LEDGER ACCOUNT PURSUANT TO THIS AGREEMENT.
5.
NO INTEREST ON AWARD.
NO INTEREST SHALL BE CREDITED WITH
RESPECT TO THE AWARD OR ANY PAYMENT UNDER THE AWARD.
6.
NOTICES.
NOTICES REQUIRED OR PERMITTED TO BE GIVEN BY
EITHER PARTY PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED
TO HAVE BEEN GIVEN WHEN DELIVERED PERSONALLY TO THE OTHER PARTY OR WHEN
DEPOSITED WITH THE UNITED STATES POSTAL SERVICE AS CERTIFIED OR REGISTERED MAIL
WITH POSTAGE PREPAID AND PROPERLY ADDRESSED, IF TO VERITAS, AT ITS PRINCIPAL
OFFICE, AND IF TO THE HOLDER, AT THE HOLDER'S RESIDENCE ADDRESS AS IT APPEARS ON
THE BOOKS AND RECORDS OF VERITAS.
7.
WITHHOLDING TAXES.
VERITAS MAY WITHHOLD FROM ALL
PAYMENTS TO BE PAID TO THE HOLDER PURSUANT TO THIS AGREEMENT ALL TAXES THAT, BY
APPLICABLE FEDERAL, STATE, LOCAL OR OTHER LAW OF ANY APPLICABLE JURISDICTION,
VERITAS IS REQUIRED TO SO WITHHOLD.
8.
AMENDMENT AND WAIVER.
NO PROVISION OF THIS AGREEMENT MAY
BE AMENDED, MODIFIED OR WAIVED (WHETHER BY ACT OR COURSE OF CONDUCT OR OMISSION
OR OTHERWISE) UNLESS THAT AMENDMENT, MODIFICATION OR WAIVER IS BY WRITTEN
INSTRUMENT SIGNED BY THE PARTIES HERETO.
NO WAIVER BY EITHER PARTY OF ANY
BREACH OF THIS AGREEMENT SHALL BE DEEMED A WAIVER OF ANY OTHER OR SUBSEQUENT
BREACH.
9.
HOLDER ACKNOWLEDGMENT.
THE HOLDER ACKNOWLEDGES THAT HE
HAS READ AND UNDERSTANDS THIS AGREEMENT, IS FULLY AWARE OF ITS LEGAL EFFECT, HAS
NOT ACTED IN RELIANCE UPON ANY REPRESENTATIONS OR PROMISES MADE BY VERITAS OTHER
THAN THOSE CONTAINED IN WRITING HEREIN, AND HAS ENTERED INTO THIS AGREEMENT
FREELY BASED ON HIS OWN JUDGMENT.
10.
ASSIGNMENT BY VERITAS.
VERITAS MAY ASSIGN THIS AGREEMENT
TO ANY SUCCESSOR (WHETHER BY MERGER, CONSOLIDATION, CONVERSION, OR OTHER
BUSINESS COMBINATION, PURCHASE OF VERITAS'S STOCK, SALE, EXCHANGE OR OTHER
TRANSFER OF ALL OR A MAJORITY OF VERITAS'S ASSETS, OR OTHERWISE) TO ALL OR A
CONTROLLING INTEREST IN VERITAS'S BUSINESS, IN WHICH CASE THIS AGREEMENT SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF SUCH SUCCESSORS AND ASSIGNS.
11.
NEGOTIATED TRANSACTION.
THE PARTIES HERETO (I) AGREE THAT
THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED BY THE PARTIES HERETO, THAT
EACH OF THE PARTIES HERETO HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL
DURING THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT, AND THAT THIS AGREEMENT
SHALL BE DEEMED TO HAVE BEEN DRAFTED BY ALL OF THE PARTIES HERETO AND,
THEREFORE, (II) WAIVE THE APPLICATION OF ANY LAW, REGULATION, HOLDING OR RULE OF
CONSTRUCTION PROVIDING THAT AMBIGUITIES IN AN AGREEMENT OR OTHER DOCUMENT WILL
BE CONSTRUED AGAINST THE PARTY DRAFTING SUCH AGREEMENT OR DOCUMENT.
12.
GOVERNING LAW.
THE VALIDITY, INTERPRETATION, CONSTRUCTION
AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF TEXAS
WITHOUT GIVING EFFECT TO A CHOICE OR CONFLICT