TERMS, TERMINATE
UPON THE DEATH OF THE EXECUTIVE) IF THE EXECUTIVE HAD CONTINUED TO LIVE, ALL
SUCH AMOUNTS, UNLESS
7
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.
9.
NOTICES.
FOR THE PURPOSE OF THIS
AGREEMENT, NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED
OR MAILED BY UNITED STATES REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED, IF TO THE EXECUTIVE, TO THE ADDRESS INSERTED BELOW THE
EXECUTIVE'S SIGNATURE ON THE FINAL PAGE HEREOF AND, IF TO THE COMPANY, TO THE
ADDRESS SET FORTH BELOW, OR TO SUCH OTHER ADDRESS AS EITHER PARTY MAY HAVE
FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT NOTICE OF
CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON ACTUAL RECEIPT:
To the Company:
Stewart & Stevenson Services, Inc.
2707 North Loop West
Houston, Texas
77008-1088
Attention:
Secretary
10.
MISCELLANEOUS.
NO PROVISION OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION
OR DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY THE EXECUTIVE AND SUCH
OFFICER AS MAY BE SPECIFICALLY DESIGNATED 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 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FURTHER THAT ALL AGREEMENTS OTHERWISE SUPERSEDED BY THIS AGREEMENT SHALL BE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.