LISTS, MARKETING ARRANGEMENTS, BUSINESS PLANS, PROJECTIONS, FINANCIAL
INFORMATION, TRAINING MANUALS, PRICING MANUALS, PRODUCT AND SERVICE DEVELOPMENT
PLANS, MARKET STRATEGIES, INTERNAL PERFORMANCE STATISTICS AND OTHER
COMPETITIVELY SENSITIVE INFORMATION BELONGING TO AND CONCERNING CGX AND/OR ANY
OF THE AFFILIATES AND NOT GENERALLY KNOWN BY OR AVAILABLE TO THE PUBLIC, WHETHER
OR NOT IN WRITTEN OR TANGIBLE FORM, AS THE SAME MAY EXIST AT ANY TIME DURING THE
EMPLOYMENT PERIOD.
(H)
DISABILITY SHALL MEAN ANY ILLNESS, DISABILITY OR INCAPACITY OF
SUCH A CHARACTER AS TO RENDER EXECUTIVE UNABLE TO PERFORM HIS DUTIES (WHICH
DETERMINATION SHALL BE MADE BY THE BOARD OF DIRECTORS) FOR A TOTAL PERIOD OF ONE
HUNDRED EIGHTY (180) DAYS, WHETHER OR NOT SUCH DAYS ARE CONSECUTIVE, DURING ANY
CONSECUTIVE TWELVE (12) MONTH PERIOD.
(I)
ELIGIBLE FOR RETIREMENT SHALL MEAN ANY COMBINATION OF THE AGE OF
THE EXECUTIVE PLUS THE NUMBERS OF YEARS OF SERVICE TO THE COMPANY (INCLUDING
SERVICE PRECEDING THE EFFECTIVE DATE OF THIS AGREEMENT) THAT EQUAL OR EXCEEDS
THE NUMBER SEVENTY (70).
(J)
EFFECTIVE DATE SHALL MEAN THE EXECUTION DATE OF THIS AGREEMENT.
(K)
EMPLOYMENT PERIOD SHALL MEAN THAT PERIOD OF TIME SET FORTH IN
SECTION 2 OF THIS AGREEMENT.
(L)
GOOD REASON SHALL MEAN (I) THE MATERIAL BREACH OF THIS AGREEMENT
BY CGX, OTHER THAN ANY FAILURE NOT OCCURRING IN BAD FAITH THAT IS REMEDIED BY
CGX PROMPTLY AFTER RECEIPT OF NOTICE THEREOF FROM EXECUTIVE,(II) THE
IMPLEMENTATION BY CGX OF A CONDITION TO EXECUTIVE'S CONTINUED EMPLOYMENT WITH
CGX THAT EXECUTIVE'S PRINCIPAL PLACE OF WORK BE CHANGED TO ANY LOCATION OUTSIDE
OF THE HOUSTON METROPOLITAN AREA OR (III) A MATERIAL DIMINUTION IN THE
EXECUTIVE'S DUTIES.
(M)
NONCOMPETITION PERIOD SHALL MEAN THE PERIOD BEGINNING ON THE
EFFECTIVE DATE AND ENDING (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR CAUSE
OR IF EMPLOYEE RESIGNS FOR ANY REASON OTHER THAN GOOD REASON, ON THE SECOND
ANNIVERSARY OF THE DATE OF SUCH TERMINATION OR RESIGNATION OR (II) IF
EXECUTIVE'S EMPLOYMENT IS TERMINATED WITHOUT CAUSE OR EXECUTIVE RESIGNS FOR GOOD
REASON, ON THE EARLIER OF (1) THE FIRST ANNIVERSARY OF THE DATE OF SUCH
TERMINATION OR RESIGNATION OR (2) MARCH 31, 2011.
(N)
PERMITTED ACTIVITIES SHALL MEAN (I) OWNING NOT MORE THAN 1% OF THE
OUTSTANDING SHARES OF A PUBLICLY-HELD COMPETITIVE BUSINESS WHICH HAS SHARES
LISTED FOR TRADING ON A SECURITIES EXCHANGE REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THROUGH THE AUTOMATED QUOTATION SYSTEM OF A REGISTERED
SECURITIES ASSOCIATION; (II) OWNING CAPITAL STOCK OF CGX; OR (III) THOSE
ACTIVITIES OR ACTIONS UNDERTAKEN BY EXECUTIVE, TO THE EXTENT, BUT ONLY TO THE
EXTENT, SUCH ACTIVITIES OR ACTIONS ARE EXPRESSLY APPROVED IN WRITING BY THE
BOARD OF DIRECTORS.
18.
NOTICES.
ALL NOTICES, DEMANDS OR OTHER COMMUNICATIONS REQUIRED OR
PROVIDED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN
AND RECEIVED WHEN DELIVERED IN PERSON OR TRANSMITTED BY FACSIMILE TRANSMISSION
(TELECOPY), CABLE OR TELEX TO THE RESPECTIVE PARTIES OR SEVEN (7) DAYS AFTER
DISPATCH BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED TO THE
PARTIES AT THE ADDRESSES SET FORTH BELOW