SERVICE UNDER THIS AGREEMENT THROUGH DECEMBER 31, 2017 AND
3
DECEMBER 31, 2018, RESPECTIVELY, AND WILL MAKE A GRANT OF PERFORMANCE STOCK
UNITS IN MARCH 2017 WITH A GRANT DATE FAIR VALUE OF $1,800,000, WITH VESTING
BASED ON A SINGLE TWO-YEAR PERFORMANCE PERIOD ENDING ON DECEMBER 31, 2018.
THE
ACTUAL AWARD AGREEMENTS BETWEEN EMPLOYEE AND COMPANY GOVERNING THE GRANTS OF THE
RESTRICTED STOCK UNITS AND THE PERFORMANCE STOCK UNITS SHALL CONTROL AND ADDRESS
ALL PROVISIONS IN RESPECT OF SUCH EQUITY AWARDS, AND THE COMPENSATION COMMITTEE
WILL SPECIFY ALL TERMS AND CONDITIONS OF THESE AWARDS, INCLUDING THE APPLICABLE
PERFORMANCE-BASED VESTING CONDITIONS TO BE SATISFIED (SUCH AWARD AGREEMENTS, THE
"AWARD AGREEMENTS"); PROVIDED, HOWEVER, THAT THE PARTIES HERETO AGREE THAT IN
THE EVENT OF EMPLOYEE'S DEATH OR DISABILITY (AS DEFINED IN SECTION 6(A) OF THIS
AGREEMENT) DURING THE EMPLOYMENT TERM, ALL OF EMPLOYEE'S OUTSTANDING EQUITY
AWARDS WILL IMMEDIATELY VEST, AND ANY APPLICABLE PERFORMANCE CRITERIA APPLICABLE
THERETO WILL BE DEEMED SATISFIED AT TARGET LEVEL NOTWITHSTANDING ANY CONTRARY
PROVISIONS SET FORTH IN THE AWARD AGREEMENTS.
FOLLOWING THE FOREGOING AWARDS,
COMPANY SHALL MAKE EQUITY GRANTS TO EMPLOYEE THAT ARE COMMENSURATE WITH
EMPLOYEE'S ROLE, WHICH GRANTS WILL BE CONCURRENT WITH COMPANY'S NORMAL GRANT
CYCLE BEGINNING IN 2018.
SECTION 5.
EXPENSES AND OTHER EMPLOYMENT-RELATED MATTERS.
IT IS ACKNOWLEDGED
BY THE PARTIES THAT EMPLOYEE, IN CONNECTION WITH THE SERVICES TO BE PERFORMED BY
HIM PURSUANT TO THE TERMS OF THIS AGREEMENT, WILL BE REQUIRED TO MAKE PAYMENTS
FOR TRAVEL, ENTERTAINMENT AND SIMILAR EXPENSES.
COMPANY SHALL REIMBURSE
EMPLOYEE FOR ALL REASONABLE EXPENSES INCURRED BY EMPLOYEE IN CONNECTION WITH THE
PERFORMANCE OF HIS DUTIES HEREUNDER OR OTHERWISE ON BEHALF OF COMPANY, UPON
PRESENTATION OF EXPENSE STATEMENTS OR VOUCHERS AND SUCH OTHER INFORMATION AS
COMPANY MAY REASONABLY REQUIRE IN ACCORDANCE WITH COMPANY'S BUSINESS EXPENSE
REIMBURSEMENT POLICIES AS IN EFFECT FROM TIME TO TIME.
IN ADDITION, COMPANY
WILL REIMBURSE EMPLOYEE'S REASONABLE TRAVEL EXPENSES, WHICH MAY INCLUDE
FIRST-CLASS OR BUSINESS-CLASS TRAVEL AS APPROPRIATE, TO AND FROM HIS CURRENT
RESIDENCES TO THE GREATER HOUSTON METRO AREA, ALONG WITH ANY ASSOCIATED EXPENSES
INCLUDING TEMPORARY LODGING EXPENSES AND CAR RENTALS IN THE GREATER HOUSTON
METRO AREA, IN FURTHERANCE OF EMPLOYEE'S PERFORMANCE OF HIS SERVICES UNDER THIS
AGREEMENT.
IN LIEU OF TEMPORARY LODGING, COMPANY MAY ELECT TO PROVIDE EMPLOYEE
WITH CORPORATE TEMPORARY HOUSING DURING THE EMPLOYMENT TERM.
EMPLOYEE SHALL
ALSO BE ENTITLED TO REIMBURSEMENT OF REASONABLE OUTSIDE LEGAL EXPENSES IN
CONNECTION WITH THE DRAFTING AND NEGOTIATION OF THIS AGREEMENT.
SECTION 6.
TERMINATION.
EMPLOYEE'S EMPLOYMENT MAY TERMINATE PRIOR TO THE END
OF THE EMPLOYMENT TERM AS PROVIDED IN THIS SECTION 6.
THE DATE UPON WHICH
EMPLOYEE'S TERMINATION OF EMPLOYMENT WITH COMPANY OCCURS IS THE "TERMINATION
DATE."
FOR PURPOSES OF SECTIONS 6(C) AND 6(D)
OF THIS AGREEMENT ONLY, WITH
RESPECT TO THE TIMING OF ANY PAYMENTS THEREUNDER, THE TERMINATION DATE SHALL
MEAN THE DATE ON WHICH A "SEPARATION FROM SERVICE" HAS OCCURRED FOR PURPOSES OF
SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"), AND THE
REGULATIONS AND GUIDANCE THEREUNDER.
UPON ANY TERMINATION OF EMPLOYMENT
HEREUNDER,