Common use of Termination Prior to the Triggering Date Clause in Contracts

Termination Prior to the Triggering Date. (a) Upon at least 30 days' prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement only for Cause or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee may terminate his employment with the Company under this Agreement by giving at least 90 days' prior written notice of his desire to terminate employment to the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 22 and 25. (c) Prior to the Triggering Date, if the Employee's employment with the Company is terminated by the Company without Cause or if the Employee terminates his employment with the Company following the occurrence of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination and will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 7, 22 and 25.

Termination Prior to the Triggering Date. (a) Upon at least 30 days' prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement only for Cause or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee may terminate his employment with the Company under this Agreement by giving at least 90 days' prior written notice of his desire to terminate employment to the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination specified in such notice with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 22 and 25. (c) Prior to the Triggering Date, if the Employee's employment with the Company is terminated by the Company without Cause or if the Employee terminates his employment with the Company following the occurrence of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination and will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 7, 22 and 25.

Termination Prior to the Triggering Date. (a) Upon at least 30 days' prior written notice to the Employee Executive and prior to the Triggering Date, the Company may terminate the EmployeeExecutive's employment with the Company under this Agreement only for Cause with or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for without Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee Executive may terminate his his/her employment with the Company under this Agreement by giving at least 90 30 days' prior written notice of his his/her desire to terminate employment to the Chairman or Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee The Executive will continue to accrue receive his/her Base Salary and receive his base salary in effect at the time pursuant to Subsection 4(a) Benefits through the date of termination with no liability on the part of the Company for further payments to the EmployeeExecutive unless Executive terminates his/her employment pursuant to Section 9.1(c)(ii), subject to the provisions of at which time Sections 22 9.1(c) and 25(d) shall apply. (c) Prior In the event that (i) the Company terminates the Executive's employment for any reason other than for Cause and at a time when Executive is not eligible to receive benefits under the Company's Long Term Disability Plan; or (ii) the Executive terminates his/her employment as a result of any of the following reasons: (A) without the Executive's consent the Company materially diminishes the scope of the Executive's duties, assigns to the Triggering DateExecutive duties materially inconsistent with his/her designated position, if or reduces the EmployeeExecutive's employment with Base Salary or Targeted Bonus to an amount less than previously determined or established by the Chairman or Board of Directors, (B) the Company's or any subsidiary's requiring the Executive to perform services at any location outside the Dallas, Texas metropolitan area, other than reasonable business travel, or (C) the Company breached any of its material obligations under this Agreement and such breach is terminated not cured within 30 days after written notice thereof by the Company without Cause or if the Employee terminates his employment with Executive; then the Company following shall pay the occurrence Executive severance payments in an amount equal to the sum of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary (x) Executive's annualized Base Salary in effect at the time of such termination, and (y) an amount equal to the bonus to which the Executive would have been entitled, had the Executive not been terminated and the Company's profitability through the fiscal quarter ended immediately prior to the effective date of termination continued at the same rate throughout the applicable bonus period (provided, however, that if the basis for Executive's termination is the reduction in his/her Base Salary, the severance pay shall be based on the Base Salary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12 months. Notwithstanding the foregoing, if the Executive terminates his/her employment pursuant to Subsection 4(aclause (ii) through above, he shall be entitled to the severance payments provided for in this paragraph only if he gives written notice to the Company of his/her termination of employment within 30 days after the occurrence of the event or events specified in clause (ii) on which he bases his/her termination and such notice specifies such event or events. (d) The severance payments provided for in this Section 9.1 shall be in lieu of all severance payments or benefits to which the Executive might otherwise be entitled under Company severance policies from time to time in effect, except for (i) accrued and unpaid Base Salary to the date of termination, and (ii) any bonus or other compensation due with respect to periods completed as of the date of termination. Nothing contained in the foregoing shall be construed so as to affect the Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination and will be entitled to receive of employment. (e) In the benefits provided for under Subsection 10.1 (unless event that the EmployeeCompany terminates the Executive's employment is terminated in accordance with Section 7) with for Cause, the Company will have no liability on the its part of the Company for further payments after the termination date to the EmployeeExecutive. (f) In voting upon such termination described in Subsections 9.1(a) or (b), subject to if the provisions Executive is also a member of Sections 7the Board of Directors of the Company, 22 then he may not vote on such termination, and 25the total number of members of the Board of Directors will be reduced by one for purposes of voting on such termination.

Termination Prior to the Triggering Date. (a) Upon at least 30 days' prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement only for Cause or in accordance with Section 7 cause and, subject to the provisions of Sections 7, 22 23 and 2526 hereof, with no liability on its part for further payments after the termination date to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only Employee by the affirmative vote of a majority two-thirds of the members of the Board of Directors of the Company. In voting upon such termination for Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Upon 30 days prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement without Cause and, subject to the provisions of Sections 23 and 26 hereof, with no liability other than the obligation to pay the base salary for one year from the date of notice. (c) Prior to the Triggering Date, the Employee may terminate his employment with the Company under this Agreement by giving at least 90 30 days' prior written notice of his desire to terminate employment to the Board of Directors of the Company and receiving an affirmative vote of two-thirds of the members of the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the The Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) and Benefits through the date of termination with no liability on the part of the Company for further payments to the Employee, subject to the provisions provision of Sections 22 23 and 2526 hereof. (d) In voting upon such termination described in Section 9.1(a) or (c) Prior to the Triggering Date), if the Employee's employment with Employee is also a member of the Company is terminated by Board of Directors of the Company without Cause or if Company, then he may not vote on such termination, and the Employee terminates his employment with total number of members of the Company following the occurrence Board of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination and Directors will be entitled to receive the benefits provided reduced by one for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with no liability purposes of voting on the part of the Company for further payments to the Employee, subject to the provisions of Sections 7, 22 and 25such termination.

Termination Prior to the Triggering Date. (a) Upon at least 30 60 days' ’ prior written notice to the Employee Executive and prior to the Triggering Date, the Company may terminate the Employee's Executive’s employment with the Company under this Agreement only for Cause with or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for without Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee Executive may terminate his his/her employment with the Company under this Agreement by giving at least 90 60 days' ’ prior written notice of his his/her desire to terminate employment to the Chairman or Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee The Executive will continue to accrue receive his/her Base Salary and receive his base salary in effect at the time pursuant to Subsection 4(a) Benefits through the date of termination with no liability on the part of the Company for further payments to the EmployeeExecutive unless Executive terminates his/her employment pursuant to Section 9.1(d)(ii), subject to the provisions of at which time Sections 22 9.1(d) and 25(e) shall apply. (c) Prior Executive agrees to the Triggering Date, if the Employee's continue in employment with the Company is terminated by through August 15, 2006. Provided that the Executive continues his employment through August 15, 2006, the Company without Cause or if shall pay the Employee terminates Executive, upon Executive’s termination of his employment with prior to any Triggering Date, severance payments in an amount equal to the Company following the occurrence of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary Executive’s annualized Base Salary in effect at the time of such termination (“Annual Base Salary”), payable in installments over a period of 12 months. After a Triggering Date, this subsection 9(c) shall have no further force and effect. Notwithstanding subsection (b) above, any termination by Executive under this subsection (c) shall require 30 days notice by Executive. (d) In the event that (i) the Company terminates the Executive’s employment for any reason other than for Cause and at a time when Executive is not eligible to receive benefits under the Company’s Long Term Disability Plan; or (ii) the Executive terminates his/her employment as a result of any of the following reasons: (A) without the Executive’s consent the Company materially diminishes the Executive’s duties, assigns to the Executive duties materially inconsistent with his/her designated position, or reduces the Executive’s Base Salary or Targeted Bonus to an amount less than previously determined or established by the Chairman or Board of Directors, (B) the Company’s requiring the Executive to perform services at any location outside the Dallas, Texas metropolitan area, other than reasonable business travel or (C) the Company breached any of its material obligations under this Agreement and such breach is not cured within 30 days after written notice thereof by the Executive; then the Company shall pay the Executive severance payments in an amount equal to the sum of the (x) Executive’s Annual Base Salary, and (y) an amount equal to the maximum amount of Targeted Bonus that could have been payable to Executive under the bonus plan not to exceed fifty percent (50%) of Annual Base Salary in effect for the fiscal year during which notice of such termination occurs (“Bonus”) (provided, however, that if the basis for Executive’s termination is the reduction in his/her Base Salary, the severance pay shall be based on the Base Salary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12 months. Notwithstanding the foregoing, if the Executive terminates his/her employment pursuant to Subsection 4(aclause (ii) through above, he shall be entitled to the severance payments provided for in this paragraph only if he gives written notice to the Company of his/her termination of employment within 30 days after the occurrence of the event or events specified in clause (ii) on which he bases his/her termination and such notice specifies such event or events. (e) The severance payments provided for in this Section 9.1 shall be in lieu of all severance payments or benefits to which the Executive might otherwise be entitled under Company severance policies from time to time in effect, except for (i) accrued and unpaid Base Salary to the date of termination, and (ii) any bonus or other compensation due with respect to periods completed as of the date of termination. Nothing contained in the foregoing shall be construed so as to affect the Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination and of employment. (f) In the event that the Company terminates the Executive’s employment for Cause, the Company will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with have no liability on the its part of the Company for further payments after the termination date to the EmployeeExecutive. (g) In voting upon such termination described in Subsections 9.1(a) or (b), subject to if the provisions Executive is also a member of Sections 7the Board of Directors of the Company, 22 then he may not vote on such termination, and 25the total number of members of the Board of Directors will be reduced by one for purposes of voting on such termination.

Termination Prior to the Triggering Date. (a) Upon at least 30 days' prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement only for Cause or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee may terminate his employment with the Company under this Agreement by giving at least 90 days' prior written notice of his desire to terminate employment to the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b9. 1(b), the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 22 and 25. (c) Prior to the Triggering Date, if the Employee's employment with the Company is terminated by the Company without Cause or if the Employee terminates his employment with the Company following the occurrence of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination and will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 7, 22 and 25; provided, however, that if the Company terminates the Employee without Cause prior to the Triggering Date, the Company must provide Employee with at least 90 days' prior written notice.

Termination Prior to the Triggering Date. (a) Upon at least 30 days' prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement only for Cause or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for Cause, if the Employee is also later elected as a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee may terminate his employment with the Company under this Agreement by giving at least 90 days' prior written notice of his desire to terminate employment to the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 22 and 25. (c) Prior to the Triggering Date, if the Employee's employment with the Company is terminated by the Company without Cause or if the Employee terminates his employment with the Company following the occurrence of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination and will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with no liability on the part of the Company for further payments to the Employee, subject to the provisions of Sections 7, 22 and 25.

Termination Prior to the Triggering Date. (a) Upon at least 30 days' prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement only for with Cause or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 2525 hereof, with no liability on its part for further payments after the termination date to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only Employee by the affirmative vote of a majority two-thirds of the members of the Board of Directors of the Company. In voting upon such termination for Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Upon 30 days' prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's employment with the Company under this Agreement without Cause and, subject to the provisions of Sections 22 and 25 hereof, with no liability other than the obligation to pay the base salary for one year from the date of notice. (c) Prior to the Triggering Date, the Employee may terminate his employment with the Company under this Agreement by giving at least 90 30 days' prior written notice of his desire to terminate employment to the Board of Directors of the Company and receiving an affirmative vote of two-thirds of the members of the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee The employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) and benefits through the date of termination with no liability on the part of the Company for further payments to the Employee, subject to the provisions provision of Sections 22 and 25. 25 hereof. (d) In voting upon such termination described in Section 8.1(a) or (c) Prior to the Triggering Date), if the Employee's employment with Employee is also a member of the Company is terminated by board of Directors of the Company without Cause or if Company, then he may not vote on such termination, and the Employee terminates his employment with total number of members of the Company following the occurrence Board of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination and Directors will be entitled to receive the benefits provided reduced by one for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with no liability purposes of voting on the part of the Company for further payments to the Employee, subject to the provisions of Sections 7, 22 and 25such termination.

Termination Prior to the Triggering Date. (a) Upon at least 30 60 days' ’ prior written notice to the Employee Executive and prior to the Triggering Date, the Company may terminate the Employee's Executive’s employment with the Company under this Agreement only for Cause with or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for without Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee Executive may terminate his /her employment with the Company under this Agreement by giving at least 90 60 days' ’ prior written notice of his his/her desire to terminate employment to the Chairman or Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee The Executive will continue to accrue receive his/her Base Salary and receive his base salary in effect at the time pursuant to Subsection 4(a) Benefits through the date of termination with no liability on the part of the Company for further payments to the EmployeeExecutive unless Executive terminates his/her employment pursuant to Section 9.1(c)(ii), subject to the provisions of at which time Sections 22 9.1(c) and 25(d) shall apply. (c) Prior In the event that (i) the Company terminates the Executive’s employment for any reason other than for Cause and at a time when Executive is not eligible to receive benefits under the Company’s Long Term Disability Plan; or (ii) the Executive terminates his/her employment as a result of any of the following reasons: (A) without the Executive’s consent the Company materially diminishes the scope of the Executive’s duties, assigns to the Triggering DateExecutive duties materially inconsistent with his/her designated position, if or reduces the Employee's employment with Executive’s Base Salary or Targeted Bonus to an amount less than previously determined or established by the Chairman or Board of Directors, (B) the Company’s or any subsidiary’s requiring the Executive to perform services at any location outside the Dallas, Texas metropolitan area, other than reasonable business travel or (C) the Company breached any of its material obligations under this Agreement and such breach is terminated not cured within 30 days after written notice thereof by the Company without Cause or if the Employee terminates his employment with Executive; then the Company following shall pay the occurrence Executive severance payments in an amount equal to the sum of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary (x) Executive’s annualized Base Salary in effect at the time of such termination (“Annual Base Salary”), and (y) an amount equal to the maximum amount of Targeted Bonus payable to the Executive under the bonus plan in effect for the fiscal year during which notice of such termination occurs, not to exceed fifty percent (50%) of the Annual Base Salary (“Bonus”) (provided, however, that if the basis for Executive’s termination is the reduction in his/her Base Salary, the severance pay shall be based on the Base Salary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12 months. Notwithstanding the foregoing, if the Executive terminates his/her employment pursuant to Subsection 4(aclause (ii) through above, he shall be entitled to the severance payments provided for in this paragraph only if he gives written notice to the Company of his/her termination of employment within 30 days after the occurrence of the event or events specified in clause (ii) on which he bases his/her termination and such notice specifies such event or events. (d) The severance payments provided for in this Section 9.1 shall be in lieu of all severance payments or benefits to which the Executive might otherwise be entitled under Company severance policies from time to time in effect, except for (i) accrued and unpaid Base Salary to the date of termination, and (ii) any bonus or other compensation due with respect to periods completed as of the date of termination. Nothing contained in the foregoing shall be construed so as to affect the Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination and of employment. (e) In the event that the Company terminates the Executive’s employment for Cause, the Company will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with have no liability on the its part of the Company for further payments after the termination date to the EmployeeExecutive. (f) In voting upon such termination described in Subsections 9.1(a) or (b), subject to if the provisions Executive is also a member of Sections 7the Board of Directors of the Company, 22 then he may not vote on such termination, and 25the total number of members of the Board of Directors will be reduced by one for purposes of voting on such termination.

Termination Prior to the Triggering Date. (a) Upon at least 30 60 days' ’ prior written notice to the Employee Executive and prior to the Triggering Date, the Company may terminate the Employee's Executive’s employment with the Company under this Agreement only for Cause with or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for without Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee Executive may terminate his her employment with the Company under this Agreement by giving at least 90 60 days' ’ prior written notice of his her desire to terminate employment to the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee The Executive will continue to accrue receive her Base Salary and receive his base salary in effect at the time pursuant to Subsection 4(a) Benefits through the date of termination with no liability on the part of the Company for further payments to the EmployeeExecutive unless Executive terminates her employment pursuant to Section 9.1(c)(ii), subject to the provisions of at which time Sections 22 9.1(c) and 25(d) shall apply. (c) Prior In the event that (I) the Company terminates the Executive’s employment for any reason other than for Cause and at a time when Executive is not eligible to receive benefits under the Company’s Long Term Disability Plan; or (ii) the Executive terminates her employment as a result of any of the following reasons: (A) without the Executive’s consent the Company materially diminishes the scope of the Executive’s duties, assigns to the Triggering DateExecutive duties materially inconsistent with his designated position, or reduces the Executive’s Base Salary or Targeted Bonus to an amount less than previously determined or established by the Board of Directors,(B) the Company’s requires the Executive to perform services at any location outside the Dallas, Texas metropolitan area, other than reasonable business travel or (C) the Company breaches any of its material obligations under this Agreement and such breach is not cured within 30 days after written notice thereof by the Executive; then the Company shall pay the Executive severance payments in an amount equal to the sum of the (x) Executive’s annual Base Salary (“Annual Base Salary”), and (y) an amount equal to the maximum Targeted Bonus that could have been payable to Executive (not to exceed fifty percent (50%) for the fiscal year during which notice of such termination occurs (“Bonus”) (provided, however, that if the basis for Executive’s termination is the reduction in her Base Salary, the severance pay shall be based on the Base Salary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12 months. Notwithstanding the foregoing, if the Employee's Executive terminates her employment with pursuant to clause (ii) above, she shall be entitled to the severance payments provided for in this paragraph only if she gives written notice to the Company is terminated by the Company without Cause or if the Employee terminates his of her termination of employment with the Company following within 30 days after the occurrence of an Event the event or events specified in clause (ii) on which she bases his termination and such notice specifies such event or events. (d) The severance payments provided for in this Section 9.1 shall be in lieu of Default all severance payments or benefits to which has not been waived the Executive might otherwise be entitled under Company severance policies from time to time in writing by the Employeeeffect, the Employee will continue except for (i) accrued and unpaid Base Salary to accrue and receive his base salary in effect at the time pursuant to Subsection 4(a) through the date of termination, and (ii) any bonus or other compensation due with respect to periods completed as of the date of termination. Nothing contained in the foregoing shall be construed so as to affect the Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination and of employment. (e) In the event that the Company terminates the Executive’s employment for Cause, the Company will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with have no liability on the its part of the Company for further payments after the termination date to the EmployeeExecutive. (f) In voting upon such termination described in Subsections 9.1(a), subject to if the provisions Executive is also a member of Sections 7the Board of Directors of the Company, 22 then she may not vote on such termination, and 25the total number of members of the Board of Directors will be reduced by one for purposes of voting on such termination.

Termination Prior to the Triggering Date. (a) Upon at least 30 60 days' ’ prior written notice to the Employee Executive and prior to the Triggering Date, the Company may terminate the Employee's Executive’s employment with the Company under this Agreement only for Cause with or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for without Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee Executive may terminate his his/her employment with the Company under this Agreement by giving at least 90 60 days' ’ prior written notice of his his/her desire to terminate employment to the Chairman or Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee The Executive will continue to accrue receive his/her Base Salary and receive his base salary in effect at the time pursuant to Subsection 4(a) Benefits through the date of termination with no liability on the part of the Company for further payments to the EmployeeExecutive unless Executive terminates his/her employment pursuant to Section 9.1(c)(ii), subject to the provisions of at which time Sections 22 9.1(c) and 25(d) shall apply. (c) Prior In the event that (i) the Company terminates the Executive’s employment for any reason other than for Cause and at a time when Executive is not eligible to receive benefits under the Company’s Long Term Disability Plan; or (ii) the Executive terminates his/her employment as a result of any of the following reasons: (A) without the Executive’s consent the Company materially diminishes the scope of the Executive’s duties, assigns to the Triggering DateExecutive duties materially inconsistent with his/her designated position, if or reduces the Employee's employment with Executive’s Base Salary or Targeted Bonus to an amount less than previously determined or established by the Chairman or Board of Directors, (B) the Company’s or any subsidiary’s requiring the Executive to perform services at any location outside the Dallas, Texas metropolitan area, other than reasonable business travel, or (C) the Company breached any of its material obligations under this Agreement and such breach is terminated not cured within 30 days after written notice thereof by the Company without Cause or if the Employee terminates his employment with Executive; then the Company following shall pay the occurrence Executive severance payments in an amount equal to the sum of an Event of Default which has not been waived in writing by the Employee, the Employee will continue to accrue and receive his base salary (x) Executive’s annualized Base Salary in effect at the time of such termination, (“Annual Base Salary”) and (y) an amount equal to the maximum Targeted Bonus that could have been payable to Executive (not to exceed fifty percent (50%) of Annual Base Salary) for the fiscal year during which notice of such termination occurs (“Bonus”) (provided, however, that if the basis for Executive’s termination is the reduction in his/her Base Salary, the severance pay shall be based on the Base Salary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12 months. Notwithstanding the foregoing, if the Executive terminates his/her employment pursuant to Subsection 4(aclause (ii) through above, he shall be entitled to the severance payments provided for in this paragraph only if he gives written notice to the Company of his/her termination of employment within 30 days after the occurrence of the event or events specified in clause (ii) on which he bases his/her termination and such notice specifies such event or events. (d) The severance payments provided for in this Section 9.1 shall be in lieu of all severance payments or benefits to which the Executive might otherwise be entitled under Company severance policies from time to time in effect, except for (i) accrued and unpaid Base Salary to the date of termination, and (ii) any bonus or other compensation due with respect to periods completed as of the date of termination. Nothing contained in the foregoing shall be construed so as to affect the Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination and of employment. (e) In the event that the Company terminates the Executive’s employment for Cause, the Company will be entitled to receive the benefits provided for under Subsection 10.1 (unless the Employee's employment is terminated in accordance with Section 7) with have no liability on the its part of the Company for further payments after the termination date to the EmployeeExecutive. (f) In voting upon such termination described in Subsection 9.1(a), subject to if the provisions Executive is also a member of Sections 7the Board of Directors of the Company, 22 then she may not vote on such termination, and 25the total number of members of the Board of Directors will be reduced by one for purposes of voting on such termination.

Termination Prior to the Triggering Date. (a) Upon at least 30 90 days' ’ prior written notice to the Employee and prior to the Triggering Date, the Company may terminate the Employee's ’s employment with the Company under this Agreement only for with or without Cause or in accordance with Section 7 and, subject to the provisions of Sections 7, 22 and 25, with no liability on its part for further payments to the Employee. The Company may effect a termination for Cause pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of the members of the Board of Directors of the Company. In voting upon such termination for Cause, if the Employee is also a member of the Board of Directors of the Company, then he may not vote on, and will not be considered present for any purpose with respect to, a matter presented to the Board of Directors of the Company pursuant to this Subsection 9.1(a). (b) Prior to the Triggering Date, the Employee may terminate his her employment with the Company under this Agreement by giving at least 90 days' ’ prior written notice of his her desire to terminate employment to the Board of Directors of the Company and receiving an affirmative vote of the Board of Directors of the Company. If the Employee's employment with the Company under this Agreement is terminated pursuant to this Subsection 9.1(b), the The Employee will continue to accrue receive her Base Salary and receive his base salary in effect at the time pursuant to Subsection 4(a) Benefits through the date of termination with no liability on the part of the Company for further payments to the EmployeeEmployee unless Employee terminates her employment pursuant to Section 9.1(c)(ii), subject to the provisions of at which time Sections 22 9.1(c) and 25(d) shall apply. (c) Prior to In the Triggering Date, if event that (I) the Company terminates the Employee's ’s employment with for any reason other than for Cause and at a time when Employee is not eligible to receive benefits under the Company is terminated by the Company without Cause Company’s Long Term Disability Plan; or if (ii) the Employee terminates his her employment with as a result of any of the following reasons: (A) without the Employee’s consent the Company following materially diminishes the occurrence scope of the Employee’s duties, assigns to the Employee duties materially inconsistent with his designated position, or reduces the Employee’s Base Salary or Targeted Bonus to an Event amount less than previously determined or established by the Board of Default which has Directors, or (B) the Company breached any of its material obligations under this Agreement and such breach is not been waived in writing cured within 30 days after written notice thereof by the Employee, ; then the Company shall pay the Employee will continue severance payments in an amount equal to accrue and receive his base salary the sum of the (x) Employee’s annualized Base Salary in effect at the time of such termination, and (y) an amount equal to the bonus to which the Employee would have been entitled, had the Employee not been terminated and the Company’s profitability through the fiscal quarter ended immediately prior to the effective date of termination continued at the same rate throughout the applicable bonus period (provided, however, that if the basis for Employee’s termination is the reduction in her Base Salary, the severance pay shall be based on the Base Salary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12 months. Notwithstanding the foregoing, if the Employee terminates her employment pursuant to Subsection 4(aclause (ii) through above, she shall be entitled to the severance payments provided for in this paragraph only if she gives written notice to the Company of her termination of employment within 30 days after the occurrence of the event or events specified in clause (ii) on which she bases his termination and such notice specifies such event or events. (d) The severance payments provided for in this Section 9.1 shall be in lieu of all severance payments or benefits to which the Employee might otherwise be entitled under Company severance policies from time to time in effect, except for (i) accrued and unpaid Base Salary to the date of termination termination, and will (ii) any bonus due with respect to fiscal years completed as of the date of termination. Nothing contained in the foregoing shall be entitled construed so as to receive the benefits provided for under Subsection 10.1 (unless affect the Employee's ’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of employment. (e) In the event that the Company terminates the Employee’s employment is terminated in accordance with Section 7) with for Cause, the Company will have no liability on the its part of the Company for further payments after the termination date to the Employee. (f) In voting upon such termination described in Subsections 9.1(a) or (b), subject to if the provisions Employee is also a member of Sections 7the Board of Directors of the Company, 22 then she may not vote on such termination, and 25the total number of members of the Board of Directors will be reduced by one for purposes of voting on such termination.