Change in Control Procedures. 8.1 DETERMINATIONS. If there is a Change in Control, any Determination to be made under Section 4 shall be made by Independent Legal Counsel selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld. The Company shall pay the reasonable fees of the Independent Legal Counsel and indemnify fully such Independent Legal Counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of Independent Legal Counsel pursuant hereto.
Change in Control Procedures. (a) If a Change in Control (as defined below) has occurred, any determination to be made under Sections 3 or 6 shall be made by Special Legal Counsel selected by the parties entitled to make such selection under clause 3 of Subsection 6(a), but such selection shall be made from a list of at least three recommendations furnished by the Indemnitee. In the event such a determination has to be made and it involves more than one Indemnitee and similar facts and circumstances, such selection shall be made from a list of at least five recommendations collectively furnished by the Indemnitees. The Company shall pay the reasonable fees of the Special Legal Counsel and shall indemnify fully such Special Legal Counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of Special Legal Counsel pursuant hereto. If requested by Special Legal Counsel, the Company promptly shall give such counsel an appropriate written agreement with respect to the payment of its fees and expenses and such other matters as reasonably may be requested by such Special Legal Counsel. (b) Following any Change in Control, the Company shall be liable for, and shall pay the Expenses paid or incurred by Indemnitee, in connection with the making of any determination under Sections 3 or 6 of this Agreement (regardless of the result of such determination) or the prosecution by Indemnitee of any claim or enforcement of any rights under this Agreement, and the Company and/or any of its subsidiaries shall hold Indemnitee harmless therefrom. (c) For purposes of this Agreement, if Indemnitee is entitled to benefits under a current Change In Control Agreement with the Company, the definition of a Change of Control under the Change In Control Agreement shall apply. If not, a Change in Control of the Company shall mean (i), (ii), (iii), (iv), or (v) below: (i) The acquisition, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities by any third person including a "Group" as that term is used in Section 13 (d)(3) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) A change in the membership of the Board of Directors over a period of two consecutive years in which the members of the Board at the beginning of the period cease for any reason to be at least two-thirds of the Board at the end of the peri...
Change in Control Procedures
