12. No Obligation to Mitigate; No Rights of Offset.
12.1 No Obligation to Mitigate. Executive shall not be required to mitigate the amount of any payment or other benefit required to be
paid to Executive pursuant to this Agreement, whether by seeking other employment or otherwise, nor shall the amount of any such payment or other benefit be reduced on account of any compensation earned by Executive as a result of employment by
another person; provided that Executive and Executives dependents shall not be entitled to continue to participate in the welfare benefit plans of the Company and its Subsidiaries if Executive is covered by the welfare benefit plans of another
12.2 No Rights of Offset. The Companys obligation to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.
13. Notices. Any notice or other communications relating to this Agreement shall be in writing and delivered personally or mailed by
certified mail, return receipt requested, or sent by overnight courier, to the party concerned at the address set forth below:
|If to Company:
3900 Dallas Parkway, Suite 500
Attn: General Counsel
|If to Executive:
||At Executives residence address as maintained by the Company in the regular course of its business for payroll purposes.|
Either party may change the address for the giving of notices at any time by written notice given to the
other party under the provisions of this Section 13. If notice is given by personal delivery or overnight courier, said notice shall be conclusively deemed given at the time of such delivery or upon receipt of such couriered notice. If
notice is given by mail, such notice shall be conclusively deemed given upon deposit thereof in the United States mail.
Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior written and oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. Without
limiting the generality of the foregoing sentence, this Agreement supersedes any prior employment agreement, oral or written, including the Prior Agreement, which shall terminate and be cancelled as of the Effective Date, except for any breaches
thereof by Executive prior to the Effective Date which shall survive such termination. This Agreement may not be changed orally, but only by an agreement in writing signed by both parties.
15. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall
constitute one agreement.
16. Construction. This Agreement shall be governed under and construed in accordance with the laws of
the State of Texas, without regard to the principles of conflicts of laws. The paragraph headings and captions contained herein are for reference purposes and convenience only and shall not in any way affect the meaning or interpretation of this
Agreement. It is intended by the parties that this Agreement be interpreted in accordance with its fair and simple meaning, not for or against either party, and neither party shall be deemed to be the drafter of this Agreement.
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