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EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
This AGREEMENT, effective as of March 11, 1997 is between Xxxxxxxxxxx
Enterra, Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx
(the "Director"), a director of the Company;
WHEREAS, in recognition of Director's need for substantial
protection against personal liability in order to enhance Director's
continued service to the Company in an effective manner and of
Director's reliance on the provisions of the Company's By-Laws
requiring indemnification of the Director under certain circumstances,
and in part to provide Director with specific contractual assurance
that the protection promised by such By-Laws will be available to
Director (regardless of, among other things, any amendment to or
revocation of such By-Laws, any change in the composition of the
Company's board of Directors or any acquisition transaction relating
to the Company), the Company wishes to provide in this Agreement for
the indemnification of, and the advancing of expenses to, Director to
the fullest extent (whether partial or complete) permitted by law and
as set forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Director under the Company's
directors' and officers' liability insurance policies.
NOW THEREFORE, in consideration of the premises and of
Director agreeing to serve or continuing to serve the Company directly
or, at its request, with another enterprise, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. BASIC INDEMNIFICATION ARRANGEMENT
(a) In the event Director was, is or becomes a party to or witness
or other participant in, or is threatened to be made a party
to or witness or other participant in, a Claim (as defined
hereinafter) by reason of (or arising in part out of) an
Indemnifiable Event (as defined hereinafter), the Company
shall indemnify Director to the fullest extent permitted by
law as soon as practicable, but in any event no later than 30
days after written demand is presented to the Company, against
any and all Expenses (as defined hereinafter), judgments,
fines, penalties and amounts paid in settlement of such Claim.
If so requested by Director, the Company shall advance (within
ten business days after such written request) any and all
Expenses to Director an "Expense Advance". Notwithstanding
anything in this Agreement to the contrary, and except as
provided in Section 3 hereof, prior to a Change in Control (as
defined hereinafter), Director shall not be entitled to
indemnification pursuant to this Agreement in connection with
any Claim initiated by Director against the Company or any
director or officer of the Company, unless the Company has
joined in or consented to the initiation of such Claim.
(b) Notwithstanding the foregoing, (i) the obligations of the
Company under Section 1(a) shall be subject to the condition
that the Reviewing Party (as defined hereinafter)
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shall not have determined (in a written opinion, in any case
in which the special independent counsel referred to in
Section 2 hereof is involved) that Director would not be
permitted to be indemnified under applicable law, and (ii)
the obligation of the Company to make an Expense Advance
pursuant to Section 1(a) shall be subject to the condition
that, if when and to the extent that the Reviewing Party
determines that Director would not be permitted to be so
indemnified under applicable law, the Company shall be
entitled to be reimbursed by Director (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Director has commenced legal
proceedings in a court of competent jurisdiction to secure a
determination that Director should be indemnified under
applicable law, any determination made by the Reviewing Party
that Director would not be permitted to be indemnified under
applicable law shall not be binding and Director shall not be
required to reimburse the Company for any Expense Advance
until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed). If there has not been a Change in
Control, the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control, the
Reviewing Party shall be the special independent counsel
referred to in Section 2 hereof. If there has been no
determination by the Reviewing Party or if the Reviewing Party
determines that Director substantively would not be permitted
to be indemnified in whole or in part under applicable law,
Director shall have the right to commence litigation in any
court in the states of Texas or Delaware having subject matter
jurisdiction thereof and in which venue is proper, seeking an
initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof,
and the Company hereby consents to service of process and to
appear in any such proceeding. Any determination by the
Reviewing Party otherwise shall be conclusive and binding on
the Company and Director.
2. CHANGE IN CONTROL. The Company agrees that if there is a
Change in Control of the Company (other than a Change in
Control which has been approved by a majority of the Company's
Board of Directors who were directors immediately prior to
such Change in Control), then with respect to all matters
thereafter arising concerning the rights of Director to
indemnity payments and Expense Advances under this Agreement
or any other agreement or Company By-Law now or hereafter in
effect relating to Claims for Indemnifiable Events, the
Company shall seek legal advice only from special independent
counsel selected by Director and approved by the Company
(which approval shall not be unreasonably withheld), and who
has not otherwise performed services for the Company or
Director within the last five years (other than in connection
with such matters). Such counsel, among other things, shall
render its written opinion to the Company and Director as to
whether and to what extent Director would be permitted to be
indemnified under applicable law. The Company agrees to pay
the reasonable fees of the special, independent counsel
referred to above and to fully indemnify such counsel against
any and all expenses
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(including attorneys' fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement
pursuant hereto.
3. INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall
indemnify Director against any and all expenses (including
attorneys' fees) and, if requested by Director, shall (within
ten business days after such written request) advance such
expenses to Director, which are incurred by Director in
connection with any claim asserted against or action brought
by Director for (i) indemnification or advance payment of
Expenses by the Company under this Agreement or any other
agreement or Company By-Law now or hereafter in effect
relating to Claims for Idemnifiable Events and/or (ii)
recovery under any directors' and officers' liability
insurance policies maintained by the Company, regardless of
whether Director ultimately is determined to be entitled to
such indemnification, advance expense payment or insurance
recovery, as the case may be.
4. PARTIAL INDEMNITY, ETC. If Director is entitled under any
provision of this Agreement to indemnification by the Company
of some or a portion of the Expenses, judgments, fines,
penalties and amounts paid in settlement of a Claim but not,
however, for all of the total amount thereof, the Company
shall nevertheless indemnify Director for the portion thereof
to which Director is entitled. Moreover, notwithstanding any
other provision of this Agreement, to the extent that Director
has been successful on the merits or otherwise in defense of
any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter
therein, including dismissal without prejudice, Director shall
be indemnified against all Expenses incurred in connection
therewith. In connection with any determination by the
Reviewing Party or otherwise as to whether Director is
entitled to be indemnified hereunder, the burden of proof
shall be on the Company to establish that Director is not so
entitled.
5. NO PRESUMPTION. For purposes of this Agreement, the
termination of any action, suit or proceeding by judgment,
order, settlement (whether with or without court approval),
conviction, or plea of nolo contendere, or its equivalent,
shall not create a presumption that director did not meet any
particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not
permitted by applicable law.
6. NON-EXCLUSIVITY, ETC. The rights of Director hereunder shall
be in addition to any other rights Director may have under the
Company's By-Laws or the Delaware General Corporation Law or
otherwise. To the extent that a change in the Delaware
General Corporation Law (whether by statute or judicial
decision) or the Company's By-Laws permits greater
indemnification by agreement than would be afforded currently
under the Company's By-Laws and this Agreement, it is the
intent of the parties hereto that Director shall enjoy by this
Agreement the greater benefits so
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afforded by such change.
7. LIABILITY INSURANCE. To the extent the Company maintains an
insurance policy or policies providing directors' and
officers' liability insurance, Director shall be covered by
such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any
Company director.
8. CERTAIN DEFINITIONS.
(a) CHANGE IN CONTROL: shall be deemed to have occurred if (i)
any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), other
than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 20% or more of the
total voting power represented by the Company's then
outstanding Voting Securities (as defined hereinafter), or
(ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election
by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute a majority
thereof, or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total
voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately after
such merger or consolidation or the stockholders of the
Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of
all or substantially all the Company's assets.
(b) CLAIM: any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation whether conducted
by the Company or any other party, whether civil, criminal,
administrative or investigative.
(c) EXPENSES: include attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating
in (including on appeal), or preparing to defend, be a witness
in or participate in any Claim relating to any Indemnifiable
Event.
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(d) INDEMNIFIABLE EVENT: any event or occurrence related to the
fact that Director is or was a director, officer, employee,
agent or fiduciary of the Company, or is or was serving at the
request of the Company as a director, officer, employee,
trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or
other enterprise, or by reason of anything done or not done by
Director in any such capacity.
(e) REVIEWING PARTY: any appropriate person or body consisting of
a member or members of the Company's Board of Directors or any
other person or body appointed by the Board (including the
special independent counsel referred to in Section 2) who is
not a party to the particular Claim for which Director is
seeking indemnification.
(f) VOTING SECURITIES: any securities of the Company which vote
generally in the election of directors.
9. AMENDMENTS AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of
the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing
waiver.
10. SUBROGATION. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Director, who shall
execute all papers required and shall do everything that may
be necessary to secure such rights, including the execution of
such documents necessary to enable the Company effectively to
bring suit to enforce such rights.
11. NO DUPLICATION OF PAYMENTS. The Company shall not be liable
under this Agreement to make any payment in connection with
any claim made against Director to the extent Director has
otherwise actually received payment (under any insurance
policy, By-Law or otherwise) of the amounts otherwise
indemnifiable hereunder.
12. BINDING EFFECT, ETC. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any
direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the
business and/or assets of the Company, spouses, heirs, and
personal and legal representatives. This Agreement shall
continue in effect regardless of whether Director continues to
serve as a director (or in one of the capacities enumerated in
Section 8(d) hereof) of the Company or of any other enterprise
at the Company's request.
13. SEVERABILITY. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof
(including any provision within a single section,
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paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the
fullest extent permitted by law.
14. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of Delaware applicable to contracts made and to be
performed in such state without giving effect to the
principles of conflicts of laws.
Executed as of March 11, 1997.
XXXXXXXXXXX ENTERRA, INC.
By: /s/ H. Xxxxxxx Xxxxxx
------------------------------------
Name: H. Xxxxxxx Xxxxxx
Title: Senior Vice President, Secretary
and General Counsel
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
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INDEMNIFICATION AGREEMENT
This AGREEMENT, effective as of October 5, 1995 is between Xxxxxxxxxxx
Enterra, Inc., a Delaware corporation (the "Company"), and Xxx Xxxxxxxxx (the
"Officer"), an officer of the Company;
WHEREAS, in recognition of Officer's need for substantial
protection against personal liability in order to enhance Officer's
continued service to the Company in an effective manner and of
Officer's reliance on the provisions of the Company's By-Laws
requiring indemnification of the Officer under certain circumstances,
and in part to provide Officer with specific contractual assurance
that the protection promised by such By-Laws will be available to
Officer (regardless of, among other things, any amendment to or
revocation of such By-Laws, any change in the composition of the
Company's Board of Directors or any acquisition transaction relating
to the Company), the Company wishes to provide in this Agreement for
the indemnification of, and the advancing of expenses to, Officer to
the fullest extent (whether partial or complete) permitted by law and
as set forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Officer under the Company's
directors' and officers' liability insurance policies.
NOW THEREFORE, in consideration of the premises and of Officer
agreeing to serve or continuing to serve the Company directly or, at
its request, with another enterprise, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. BASIC INDEMNIFICATION ARRANGEMENT
(a) In the event Officer was, is or becomes a party to or witness
or other participant in, or is threatened to be made a party
to or witness or other participant in, a Claim (as defined
hereinafter) by reason of (or arising in part out of) an
Indemnifiable Event (as defined hereinafter), the Company
shall indemnify Officer to the fullest extent permitted by law
as soon as practicable, but in any event no later than 30 days
after written demand is presented to the Company, against any
and all Expenses (as defined hereinafter), judgments, fines,
penalties and amounts paid in settlement of such Claim. If so
requested by Officer, the Company shall advance (within ten
business days after such written request) any and all Expenses
to Officer (an "Expense Advance"). Notwithstanding anything
in this Agreement to the contrary, and except as provided in
Section 3 hereof, prior to a Change in Control (as defined
hereinafter), Officer shall not be entitled to indemnification
pursuant to this Agreement in connection with any Claim
initiated by Officer against the Company or any director or
officer of the Company, unless the Company has joined in or
consented to the initiation of such Claim.
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(b) Notwithstanding the foregoing, (I) the obligations of
the Company under Section 1(a) shall be subject to the
condition that the Reviewing Party (as defined hereinafter)
shall not have determined (in a written opinion, in any case
in which the special independent counsel referred to in
Section 2 hereof is involved) that Officer would not be
permitted to be indemnified under applicable law, and (ii)
the obligation of the Company to make an Expense Advance
pursuant to Section 1(a) shall be subject to the condition
that, if, when and to the extent that the Reviewing Party
determines that Officer would not be permitted to be so
indemnified under applicable law, the Company shall be
entitled to be reimbursed by Officer (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Officer has commenced legal
proceedings in a court of competent jurisdiction to secure a
determination that Officer should be indemnified under
applicable law, any determination made by the Reviewing Party
that Officer would not be permitted to be indemnified under
applicable law shall not be binding and Officer shall not be
required to reimburse the Company for any Expense Advance
until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed). If there has not been a Change in
Control, the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control, the
Reviewing Party shall be the special independent counsel
referred to in Section 2 hereof. If there has been no
determination by the Reviewing Party or if the Reviewing Party
determines that Officer substantively would not be permitted
to be indemnified in whole or in part under applicable law,
Officer shall have the right to commence litigation in any
court in the states of Texas or Delaware having subject matter
jurisdiction thereof and in which venue is proper, seeking an
initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof,
and the Company hereby consents to service of process and to
appear in any such proceeding. Any determination by the
Reviewing Party otherwise shall be conclusive and binding on
the Company and Officer.
2. CHANGE IN CONTROL. The Company agrees that if there is a
Change in Control of the Company (other than a Change in
Control which has been approved by a majority of the Company's
Board of Directors who were directors immediately prior to
such Change in Control), then with respect to all matters
thereafter arising concerning the rights of Officer to
indemnity payments and Expense Advances under this Agreement
or any other agreement or Company By-Law now or hereafter in
effect relating to Claims for Indemnifiable Events, the
Company shall seek legal advice only from special independent
counsel selected by Officer and approved by the Company (which
approval shall not be unreasonably withheld), and who has not
otherwise performed services for the Company or Officer within
the last five years (other than in connection with such
matters). Such counsel, among other things, shall render its
written opinion to the Company and Officer as to whether and
to what extent Officer would be permitted to be indemnified
under applicable law. The
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Company agrees to pay the reasonable fees of the special,
independent counsel referred to above and to fully indemnify
such counsel against any and all expenses (including
attorneys' fees), claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant
hereto.
3. INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall
indemnify Officer against any and all expenses (including
attorneys' fees) and, if requested by Officer, shall (within
ten business days after such written request) advance such
expenses to Officer, which are incurred by Officer in
connection with any claim asserted against or action brought
by Officer for (I) indemnification or advance payment of
Expenses by the Company under this Agreement or any other
agreement or Company By-Law now or hereafter in effect
relating to Claims for Indemnifiable Events and/or (ii)
recovery under any directors' and officers' liability
insurance policies maintained by the Company, regardless of
whether Officer ultimately is determined to be entitled to
such indemnification, advance expense payment or insurance
recovery, as the case may be.
4. PARTIAL INDEMNITY, ETC. If Officer is entitled under any
provision of this Agreement to indemnification by the Company
of some or a portion of the Expenses, judgments, fines,
penalties and amounts paid in settlement of a Claim but not,
however, for all of the total amount thereof, the Company
shall nevertheless indemnify Officer for the portion thereof
to which Officer is entitled. Moreover, notwithstanding any
other provision of this Agreement, to the extent that Officer
has been successful on the merits or otherwise in defense of
any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter
therein, including dismissal without prejudice, Officer shall
be indemnified against all Expenses incurred in connection
therewith. In connection with any determination by the
Reviewing Party or otherwise as to whether Officer is entitled
to be indemnified hereunder, the burden of proof shall be on
the Company to establish that Officer is not so entitled.
5. NO PRESUMPTION. For purposes of this Agreement, the
termination of any action, suit or proceeding by judgment,
order, settlement (whether with or without court approval),
conviction, or plea of nolo contendere, or its equivalent,
shall not create a presumption that Officer did not meet any
particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not
permitted by applicable law.
6. NON-EXCLUSIVITY, ETC. The rights of Officer hereunder shall
be in addition to any other rights Officer may have under the
Company's By-Laws or the Delaware General Corporation Law or
otherwise. To the extent that a change in the Delaware
General Corporation Law (whether by statute or judicial
decision) or the Company's By-Laws permits greater
indemnification by agreement than would be afforded
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currently under the Company's By-Laws and this Agreement, it
is the intent of the parties hereto that Officer shall enjoy
by this Agreement the greater benefits so afforded by such
change.
7. LIABILITY INSURANCE. To the extent the Company maintains an
insurance policy or policies providing directors' and
officers' liability insurance, Officer shall be covered by
such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any
Company officer.
8. CERTAIN DEFINITIONS.
(a) CHANGE IN CONTROL: shall be deemed to have occurred if (I)
any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), other
than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 20% or more of the
total voting power represented by the Company's then
outstanding Voting Securities (as defined hereinafter), or
(ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election
by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute a majority
thereof, or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total
voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately after
such merger or consolidation or the stockholders of the
Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of
all or substantially all the Company's assets.
(b) CLAIM: any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation whether conducted
by the Company or any other party, whether civil, criminal,
administrative or investigative.
(c) EXPENSES: include attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or
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participating in (including on appeal), or preparing to
defend, be a witness in or participate in any Claim relating
to any Indemnifiable Event.
(d) INDEMNIFIABLE EVENT: any event or occurrence related to the
fact that Officer is or was a director, officer, employee,
agent or fiduciary of the Company, or is or was serving at the
request of the Company as a director, officer, employee,
trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or
other enterprise, or by reason of anything done or not done by
Officer in any such capacity.
(e) REVIEWING PARTY: any appropriate person or body consisting of
a member or members of the Company's Board of Directors or any
other person or body appointed by the Board (including the
special independent counsel referred to in Section 2) who is
not a party to the particular Claim for which Officer is
seeking indemnification.
(f) VOTING SECURITIES: any securities of the Company which vote
generally in the election of directors.
9. AMENDMENTS AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of
the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing
waiver.
10. SUBROGATION. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Officer, who shall execute
all papers required and shall do everything that may be
necessary to secure such rights, including the execution of
such documents necessary to enable the Company effectively to
bring suit to enforce such rights.
11. NO DUPLICATION OF PAYMENTS. The Company shall not be liable
under this Agreement to make any payment in connection with
any claim made against Officer to the extent Officer has
otherwise actually received payment (under any insurance
policy, By-Law or otherwise) of the amounts otherwise
indemnifiable hereunder.
12. BINDING EFFECT, ETC. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any
direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the
business and/or assets of the Company, spouses, heirs, and
personal and legal representatives. This Agreement shall
continue in effect regardless of whether Officer continues to
serve as a director or officer (or in one of the capacities
enumerated in Section 8(d) hereof) of the Company or of any
other enterprise at the Company's request.
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13. SEVERABILITY. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent
permitted by law.
14. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of Delaware applicable to contracts made and to be
performed in such state without giving effect to the
principles of conflicts of laws.
Executed as of October 5, 1995.
XXXXXXXXXXX ENTERRA, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Chairman, President and
Chief Executive Officer
/s/ Xxx Xxxxxxxxx
---------------------------------------
Xxx Xxxxxxxxx
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