Common use of Enforcement Costs Clause in Contracts

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control, or under other circumstances even when a Change in Control has not occurred, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, take other action to deny Executive the benefits intended under this Agreement; or actions may be taken to enforce the non-competition or confidentiality provisions of this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company parties that Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to Executive hereunder, hereunder nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the Effective Date of this Agreement, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable, that Executive has violated the terms of this Agreement, or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so, or is withholding payments or benefits, or is threatening to withhold payments or benefits, contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive the benefits provided or intended to be provided to Executive him hereunder, and the Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive him in connection with the protection and enforcement of his rights hereunder including, without limitation, representation in connection with termination of his employment or withholding of benefits or payments contrary to this Agreement or with the initiation or defense of any litigation, arbitration litigation or any other legal action, whether by or against the Executive or the Company or any Director, officerOfficer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall Company is not be conditioned on Executive’s success in authorized to withhold the prosecution periodic payments of attorney's fees and expenses hereunder based upon any belief or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between assertion by the Company that Executive has not acted in good faith or has violated this Agreement. If Company subsequently establishes that Executive was not acting in good faith and such counselhas violated this Agreement, Executive will be liable to the Company irrevocably consents for reimbursement of amounts paid due to Executive entering into an attorney-client relationship with such counsel, Executive's actions not based on good faith and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counselviolation of this Agreement. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company Company, on a regular, periodic basis no later than 30 within thirty (30) days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred250,000.00.

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company Company, or the Company's successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it Control the Executive should appear to Executive conclude in good faith that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes the Executive from time to time to retain legal counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent the Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided herein shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such his counsel in accordance with its customary practices. In any action involving this Agreement, up the Executive shall be entitled to a maximum of $250,000 per year for each prejudgment interest on any amounts found to be due him as of the two years following the year in which the Change in Control occurs, provided that Executive presents date such statement(s) no later than 30 days prior amounts would have been payable to the end Executive pursuant to this Agreement at an annual rate of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredinterest of 10%.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs500,000, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time in the two calendar years following a Change in ControlTermination of Employment during the Protected Period, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 21 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) 21 shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum annual amount of $250,000 per year for in each of the two calendar years following the year in which occurs such Termination of Employment within the Change in Control occursProtected Period; provided, provided that Executive presents such statement(s) no later than 30 days prior to the end of each such year, and provided further, that if Executive’s taxable year Termination of Employment was for Good Reason, no such payment shall be made before the first day of the seventh month following the year in which such expenses were incurredTermination of Employment. Notwithstanding the foregoing, this Section 13(p) 21 shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.”

Enforcement Costs. a. The Company is aware that upon the occurrence of a Change in Control, or under other circumstances even when a Change in Control has not occurred, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this the Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this the Agreement declared unenforceable, or may take, or attempt to take, take other action to deny Executive Employee the benefits intended under this the Agreement; or actions may be taken to enforce the non-competition or confidentiality provisions of the Agreement. In these circumstances, the purpose of this the Agreement could be frustrated. It is the intent of the Company parties that Executive Employee not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this the Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to Executive hereunder, Employee hereunder nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the Effective Date, (x)(A) it should appear to Executive Employee that (1) the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this the Agreement for the reason, (i) the Company regards the Agreement to be void or unenforceable, (ii) that Employee has violated the terms of the Agreement, or (iii) for any other reason, (2) that the Company (i) has purported to terminate, or is in the course of terminating Employee’s employment for Cause, or (ii) is withholding or is threatening to withhold payments or benefits, contrary to the Agreement, or (B) if the Company or any other person takes any action to declare this the Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits provided or intended to be provided to Executive him hereunder, and Executive (y) Employee has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11the Agreement, then the Company irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive him in connection with the protection and enforcement of his rights hereunder including, without limitation, representation in connection with termination of his employment or withholding of benefits or payments contrary to the Agreement or with the initiation or defense of any litigation, arbitration litigation or any other legal action, whether by or against Employee or the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) Company shall not be conditioned on Executivewithhold the periodic payments of attorney’s success in the prosecution fees and expenses hereunder based upon any belief or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between assertion by the Company and such counsel, that Employee has not acted in good faith or has violated the Agreement. If the Company irrevocably consents subsequently establishes to Executive entering into an attorney-client relationship with such counsela court of competent jurisdiction that Employee was not acting in good faith and has violated the Agreement, Employee shall reimburse the Company for any and all amounts paid to Employee due to his actions not based on good faith and in that connection violation of the Company and Executive agree that a confidential relationship shall exist between Executive and such counselAgreement. The reasonable fees and expenses of counsel selected from time to time by Executive as Employee hereinabove provided shall be paid or reimbursed to Executive Employee by the Company Company, on a regular, periodic basis no later than 30 within thirty (30) days after presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, up ; provided however that any such statement must be presented to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) Company no later than 30 days prior to six (6) months after the end of Executive’s taxable year following the year in which such expenses were expense was incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredoccurred and Employee has experienced a termination of employment within two (2) years after such Change in Control, Employee shall be entitled to a maximum reimbursement of $50,000 in the calendar year in which Employee’s Termination occurs and $100,000 in each of the next two succeeding calendar years and any amount not used in one year shall not carry over to the next year. The right to reimbursement pursuant to this Section 6.01a. is not subject to liquidation or exchange for another benefit. Employee shall not be entitled to reimbursement under this Section 6.01 if he has executed a Release and the request for reimbursement relates to claims waived or released under the Release.

Enforcement Costs. The Company Employer is aware that upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder stockholder of the Company Employer may then cause or attempt to cause the Company Employer to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company Employer to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the Employee the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company parties that Executive the Employee not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement in the event of a Change of Control by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to Executive the Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts in the event of a Change of Control. Accordingly, if at any time following in connection with, or as a result of, a Change in of Control, it should reasonably appear to Executive the Employee that the Company Employer is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable or for any other reason, or in the Company event that the Employer or any other person takes any action to declare this Agreement void or unenforceableunenforceable in connection with, or as a result of, a Change of Control, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive the Employee the benefits provided or intended to be provided to Executive hereunderhim hereunder in connection with, or as a result of, a Change of Control, and Executive the Employee has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Agreement, then the Company Employer irrevocably authorizes Executive the Employee from time to time to retain counsel of Executive’s his choice at the expense of the Company Employer (as provided in this Section 13(pbelow) to represent Executive him in connection with the protection and enforcement of his rights hereunder arising from such Change of Control, including without limitation representation in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company Employee or the Employer or any Directordirector, officer, shareholder stockholder or other person affiliated with the CompanyEmployer, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive the Employee as hereinabove herein above provided shall be paid or reimbursed to Executive the Employee by the Company Employer on a regular, periodic basis no later than 30 days after upon presentation by Executive the Employee of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each . Counsel so retained by the Employee may be counsel representing other officers or key executives of the two years following Employer in connection with the year protection and enforcement of their rights under similar agreements between them and the Employer, and, unless in which his sole judgment use of common counsel could be prejudicial to him or would not be likely to reduce the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior fees and expenses chargeable hereunder to the end of Executive’s taxable year following Employer, the year in which Employee agrees to use his best efforts to agree with such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredother officers or executives to retain common counsel.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control, or under other circumstances even when a Change in Control has not occurred, the Board of Directors or a an shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement; or actions may be taken to enforce the non-competition or confidentiality provisions of this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the Effective Date of this Agreement, it should appear to Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable, that Executive has violated the terms of this Agreement, or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so, or is withholding payments or benefits, or is threatening to withhold payments or benefits, contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive the benefits provided or intended to be provided to Executive him hereunder, and Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive him in connection with the protection and enforcement of his rights hereunder, including, without limitation, representation in connection with termination of his employment or withholding of benefits or payments contrary to this Agreement or with the initiation or defense of any litigation, arbitration litigation or any other legal action, whether by or against Executive or the Company or any Director, officerOfficer, shareholder Shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall Company is not be conditioned on Executive’s success in authorized to withhold the prosecution periodic payments of attorneys' fees and expenses hereunder based upon any belief or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between assertion by the Company that Executive has not acted in good faith or has violated this Agreement. If Company subsequently establishes that Executive was not acting in good faith and such counselhas violated this Agreement, Executive will be liable to the Company irrevocably consents for reimbursement of amounts paid due to Executive entering into an attorney-client relationship with such counsel, Executive's actions not based on good faith and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counselviolation of this Agreement. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company Company, on a regular, periodic basis no later than 30 within thirty (30) days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of One Hundred Fifty Thousand Dollars ($250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred150,000).

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company Company, or the Company's successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s 's rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of Executive's rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, Control it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish diminish, or to recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain legal counsel of Executive’s 's choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder, or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided herein shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such Executive's counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.customary

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company company that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement Battlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time it following a Change in Controlchange of control, it should appear to Executive Employee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employee's employment with the Company, then the Company irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the direct expense and liability of the Company company as provided in this Section 13(p) section 5, to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company company on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum of aggregate amount or $250,000 per year for each 500,000, said to be "grossed up" to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/ (1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time if, following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 20 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s 's obligations under this Section 13(p) 20 shall not be conditioned on Executive’s 's success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.the

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company Company, or the Company’s successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it Control the Executive should appear to Executive conclude in good faith that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes the Executive from time to time to retain legal counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent the Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided herein shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such his counsel in accordance with its customary practices. In any action involving this Agreement, up the Executive shall be entitled to a maximum of $250,000 per year for each prejudgment interest on any amounts found to be due him as of the two years following the year in which the Change in Control occurs, provided that Executive presents date such statement(s) no later than 30 days prior amounts would have been payable to the end Executive pursuant to this Agreement at an annual rate of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredinterest of 10%.

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company Company, or the Company's successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from 11 the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it Control the Executive should appear to Executive conclude in good faith that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes the Executive from time to time to retain legal counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent the Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided herein shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such his counsel in accordance with its customary practices. In any action involving this Agreement, up the Executive shall be entitled to a maximum of $250,000 per year for each prejudgment interest on any amounts found to be due him as of the two years following the year in which the Change in Control occurs, provided that Executive presents date such statement(s) no later than 30 days prior amounts would have been payable to the end Executive pursuant to this Agreement at an annual rate of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredinterest of 10%.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this AgreementSection 5, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement Section 5 declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this AgreementSection 5. In these circumstances, the purpose of this Agreement Section 5 could be frustrated. It is the intent of the Company parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement Section 5 by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the Effective Date of this Section 5, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement Section 5 for the reason that it regards this Section 5 to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Section 5, or in the event that the Company or any other person takes any action to declare this Agreement Section 5 void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to Executive him hereunder, and the Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Section 5, then the Company irrevocably authorizes the Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Section 13(p) to represent Executive in connection 5 or with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Executive or the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each 200,000. Counsel so retained by the Executive may be counsel representing other officers or key executives of the two years following Company in connection with the year protection and enforcement of their rights under similar agreements between them and the Company, and, unless in which his sole judgment use of common counsel could be prejudicial to him or would not be likely to reduce the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior fees and expenses chargeable hereunder to the end of Executive’s taxable year following Company, the year in which Executive agrees to use his best efforts to agree with such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredother officers or executives to retain common counsel.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the Trigger Date, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to Executive him hereunder, and the Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes the Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Agreement or with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Executive or the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each . Counsel so retained by the Executive may be counsel representing other officers or key executives of the two years following Company in connection with the year protection and enforcement of their rights under similar agreements between them and the Company, and, unless in which his sole judgement use of common counsel could be prejudicial to him or would not be likely to reduce the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior fees and expenses chargeable hereunder to the end of Executive’s taxable year following Company, the year in which Executive agrees to use his best efforts to agree with such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredother officers or executives to retain common counsel.

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his/her rights under this Agreement agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his/her rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change change in Controlcontrol, it should appear to Executive Employee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employee's employment with the Company, then the Company irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his/her choice at the direct expense and liability of the Company as provided in this Section 13(p) 7, to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of $250,000 per year for each 500,000, said amount to be "grossed up" to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/ (1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time if, following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 20 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s 's obligations under this Section 13(p) 20 shall not be conditioned on Executive’s 's success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred500,000. Notwithstanding the foregoing, this Section 13(p) 20 shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company Company, or the Company's successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it Control Executive should appear to Executive conclude in good faith that the Company has failed to comply with any of its obligations under this Agreement or in the event that Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain legal counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided herein shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such his counsel in accordance with its customary practices. In any action involving this Agreement, up Executive shall be entitled to a maximum of $250,000 per year for each prejudgment interest on any amounts found to be due him as of the two years following the year in which the Change in Control occurs, provided that date such amounts would have been payable to Executive presents such statement(s) no later than 30 days prior pursuant to the end this Agreement at an annual rate of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredinterest of 10%.

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company company that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change change in Controlcontrol, it should appear to Executive Employee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 5, to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this AgreementSection 5, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement Section 5 declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this AgreementSection 5. In these circumstances, the purpose of this Agreement Section 5 could be frustrated. It is the intent of the Company parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement Section 5 by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the Effective Date of this Section 5, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement Section 5 for the reason that it regards this Section 5 to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Section 5, or in the event that the Company or any other person takes any action to declare this Agreement Section 5 void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to Executive him hereunder, and the Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Section 5, then the Company irrevocably authorizes the Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Section 13(p) to represent Executive in connection 5 or with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Executive or the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each 200,000. Counsel so retained by the Executive may be counsel representing other officers or key executives of the two years following Company in connection with the year protection and enforcement of their rights under similar agreements between them and the Company, and, unless in which his sole judgement use of common counsel could be prejudicial to him or would not be likely to reduce the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior fees and expenses chargeable hereunder to the end of Executive’s taxable year following Company, the year in which Executive agrees to use his best efforts to agree with such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredother officers or executives to retain common counsel.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time if, following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 21 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s 's obligations under this Section 13(p) 21 shall not be conditioned on Executive’s 's success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred500,000. Notwithstanding the foregoing, this Section 13(p) 21 shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company Company, or the Company's successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s 's rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of Executive's rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, Control it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish diminish, or to recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain legal counsel of Executive’s 's choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder, or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided herein shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such Executive's counsel in accordance with its customary practices. In any action involving this Agreement, up Executive shall be entitled to a maximum of $250,000 per year for each prejudgment interest on any amounts found to be due Executive as of the two years following the year in which the Change in Control occurs, provided that date such amounts would have been payable to Executive presents such statement(s) no later than 30 days prior pursuant to this Agreement at an annual rate of interest equal to the end lesser of Executive’s taxable year following 10% or the year prime commercial rate in which such expenses were incurred. Notwithstanding effect at The Huntington National Bank in Columbus, Ohio from time to time during the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpre-judgment period.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Rhein the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive Rhein not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Rhein hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, Control it should appear to Executive Rhein that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive from, Rhein, the benefits intended to be provided to Executive Rhein hereunder, and Executive that Rhein has complied with all of Executive’s his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes Executive Rhein from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 16, to represent Executive Rhein in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Rhein entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Rhein agree that a confidential relationship shall exist between Executive Rhein and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Rhein as hereinabove herein provided shall be paid or reimbursed to Executive Rhein by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive Rhein of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred500,000.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time in the two calendar years following a Change in ControlTermination of Employment during the Protected Period, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 4, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 16 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) 16 shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum annual amount of $250,000 per year for in each of the two calendar years following the year in which occurs such Termination of Employment within the Change in Control occursProtected Period; provided, provided that Executive presents such statement(s) no later than 30 days prior to the end of each such year, and provided further, that if Executive’s taxable year Termination of Employment was for Good Reason, no such payment shall be made before the first day of the seventh month following the year in which such expenses were incurredTermination of Employment. Notwithstanding the foregoing, this Section 13(p) 16 shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company parties that Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the effective date of this Agreement, it should appear to Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive the benefits provided or intended to be provided to Executive him hereunder, and the Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Agreement or with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Executive or the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each 200,000. Counsel so retained by Executive may be counsel representing other officers or key executives of the two years following Company in connection with the year protection and enforcement of their rights under similar agreements between them and the Company, and, unless in which his sole judgment use of common counsel could be prejudicial to him or would not be likely to reduce the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior fees and expenses chargeable hereunder to the end of Executive’s taxable year following Company, the year in which Executive agrees to use his best efforts to agree with such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredother officers or executives to retain common counsel.

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Controlchange of control, it should appear to Executive Employee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employee's employment with the Company, then the Company irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the direct expense and liability of the Company as provided in this Section 13(p) 5, to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of $250,000 per year for each 500,000, said amount to be "grossed up" to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/ (1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.

Enforcement Costs. The Company Corporation is aware that upon the occurrence of a Change in Control change of control the Board of Directors or a shareholder of the Company Corporation may then cause or attempt to cause the Company corporation to refuse to comply with its obligations under this AgreementSection V, or may cause or attempt to cause the Company corporation to institute, or may institute, litigation or arbitration seeking to have this Agreement Section V declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. Section V. In these circumstances, the purpose of this Agreement Section V could be frustrated. It is the intent of the Company Corporation that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement Section V by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Controlchange of control, it should appear to Executive Employee that the Company Corporation has failed to comply with any of its obligations under this Agreement Section V or in the Company event that Corporation or any other person takes any action to declare this Agreement Section V void or unenforceable, or institutes institute any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employees employment with Corporation, then the Company Corporation irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the direct expense and liability of the Company Corporation as provided in this Section 13(p) 5.05 to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company Corporation or any Directordirector, officer, shareholder or other person affiliated with the CompanyCorporation, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding Not withstanding any existing or prior attorney-client relationship between the Company Corporation and such counsel, the Company Corporation irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company Corporation and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company Corporation on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of $250,000 per year for each 500,000, said amount to be "grossed up" to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A /(1 - R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to Employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control of Control, the Board of Directors or a shareholder of the Company Company, or the Company's successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it Control Executive should appear to Executive conclude in good faith that the Company has failed to comply with any of its obligations under this Agreement or in the event that Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain legal counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided herein shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such his counsel in accordance with its customary practices. In any action involving this Agreement, up Executive shall be entitled to a maximum of $250,000 per year for each prejudgment interest on any amounts found to be due him as of the two years following the year in which the Change in Control occurs, provided that date such amounts would have been payable to Executive presents such statement(s) no later than 30 days prior pursuant to the end this Agreement at an annual rate of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredinterest of 10%.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time if, following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 21 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) 21 shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred500,000. Notwithstanding the foregoing, this Section 13(p) 21 shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following a Change in Controlafter the effective date of this Agreement, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to Executive him hereunder, and the Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes the Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive him in connection with the protection and enforcement of him rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Agreement or with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Executive or the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each 200,000. Counsel so retained by the Executive may be counsel representing other officers or key executives of the two years following Company in connection with the year protection and enforcement of their rights under similar agreements between them and the Company, and, unless in which his sole judgment use of common counsel could be prejudicial to him or would not be likely to reduce the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior fees and expenses chargeable hereunder to the end of Executive’s taxable year following Company, the year in which Executive agrees to use his best efforts to agree with such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredother officers or executives to retain common counsel.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, Control it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and that Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 8, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 19 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s 's obligations under this Section 13(p) 19 shall not be conditioned on Executive’s 's success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred500,000.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive 18 and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time in the two calendar years following a Change in ControlTermination of Employment during the Protected Period, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in {03720230.DOCX;3 } 10 4879-3018-1231, v.2 this Section 13(p) 21 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) 21 shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum annual amount of $250,000 per year for in each of the two calendar years following the year in which occurs such Termination of Employment within the Change in Control occursProtected Period; provided, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following each such year, and provided, further, no such payment shall be made prior to the year in which such expenses were incurredSpecified Payment Date. Notwithstanding the foregoing, this Section 13(p) 21 shall not apply at any time unless a Change in Control has occurred.. {03720230.DOCX;3 } 11 4879-3018-1231, v.2

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company company that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Controlchange of control, it should appear to Executive Employee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employee's employment with the Company, then the Company irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the direct expense and liability of the Company company as provided in this Section 13(p) 5, to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of $250,000 per year for each 500,000, said amount to be "grossed up", to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/ (1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurredpayment is made. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred6.

Enforcement Costs. The Company Corporation is aware that upon the occurrence of a Change in Control change of control the Board of Directors or a shareholder of the Company Corporation may then cause or attempt to cause the Company Corporation to refuse to comply with its obligations under this AgreementSection V, or may cause or attempt to cause the Company corporation to institute, or may institute, litigation or arbitration seeking to have this Agreement Section V declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. Section V. In these circumstances, the purpose of this Agreement Section V could be frustrated. It is the intent of the Company Corporation that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement Section V by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Controlchange of control, it should appear to Executive Employee that the Company Corporation has failed to comply with any of its obligations under this Agreement Section V or in the Company event that Corporation or any other person takes any action to declare this Agreement Section V void or unenforceable, or institutes institute any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employee's employment with Corporation, then the Company Corporation irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the direct expense and liability of the Company Corporation as provided in this Section 13(p) 5.05 to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company Corporation or any Directordirector, officer, shareholder or other person affiliated with the CompanyCorporation, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company Corporation and such counsel, the Company Corporation irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company Corporation and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company Corporation on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of Five Hundred Thousand and No/100 ($250,000 per year for each 500,000.00) Dollars, said amount to be "grossed up" to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/(1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to Employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurredpayment is made. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred5.06.

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company company that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Controlchange of control, it should appear to Executive Employee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employee's employment with the Company, then the Company irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the direct expense and liability of the Company as provided in this Section 13(p) 5, to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder or other person affiliated with the Company, Company in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company company irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of $250,000 per year for each 500,000, said amount to be "grossed up" to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/ (1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, and that the Executive has complied with all of Executive’s his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes the Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 8, to represent the Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder or other person affiliated with the Company, in -7- 8 any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection connection, the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, regular periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum . The payment of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such fees and expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredbe contingent upon the success of such counsel.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time in the two calendar years following a Change in ControlTermination of Employment during the Protected Period, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s his obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 21 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) 21 shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum annual amount of $250,000 per year for in each of the two calendar years following the year in which occurs such Termination of Employment within the Change in Control occursProtected Period; provided, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following each such year, and provided, further, no such payment shall be made prior to the year in which such expenses were incurredSpecified Payment Date. Notwithstanding the foregoing, this Section 13(p) 21 shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company Corporation is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder stockholder of the Company Corporation may then cause or attempt to cause the Company Corporation to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company Corporation to institute, or may institute, litigation litigation, arbitration, or arbitration other legal action seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company Corporation that the Executive not be required to incur the reasonable expenses associated with the enforcement of the Executive’s 's rights under this Agreement by litigation, arbitration arbitration, or other legal action nor be bound to negotiate any settlement of the Executive's rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expensesthis Agreement. Accordingly, if at any time following a Change in Control, Control it should appear to Executive the Executive, reasonably and in good faith, that the Company Corporation has failed to comply with any of its obligations under this Agreement Agreement, or in the Company event that the Corporation or any other person takes any action to declare this Agreement void or unenforceable, or institutes institute any litigation, arbitration litigation or other legal action designed to deny, diminish diminish, or to recover from Executive the Executive, the benefits intended to be provided to the Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company Corporation irrevocably authorizes the Executive from time to time to retain counsel of Executive’s choice at the expense of the Company Corporation as provided in this Section 13(p) 8 to represent the Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company Corporation or any Directordirector, officer, shareholder stockholder, or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal actionCorporation. Notwithstanding any existing or prior attorney-client relationship between the Company Corporation and such counsel, the Company Corporation irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company Corporation and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided in this Section shall be paid or reimbursed to the Executive by the Company Corporation on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that upon the occurrence of a Change change in Control control of the Company, the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration litigation, seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company parties that Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of Executive’s rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof such costs would substantially detract from the benefits intended to be extended to for Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expensescosts. Accordingly, if at any time following after a Change change in Controlcontrol of the Company, it should appear to Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so, in either case contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive the benefits provided or intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s acted in good faith to perform his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of employment contrary to this Agreement or with the initiation or of defense of any litigation, arbitration litigation or other legal action, whether by or against Executive or the Company or any Directordirector, officer, shareholder stockholder, or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each 100,000. Counsel so retained by Executive may be counsel representing other officers or key executives of the two years following Company in connection with the year protection and enforcement of their rights under similar agreements between them and the Company and, unless in which Executive's sole judgment use of common counsel could be prejudicial to him would not be likely to reduce the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior fees and expenses chargeable hereunder to the end of Executive’s taxable year following the year in which Company, Executive agrees to use his best efforts to agree with such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredother officers or executives to retain common counsel.

Enforcement Costs. The Company Corporation is aware that upon the occurrence of a Change change in Control control, the Board of Directors or a shareholder of the Company Corporation may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company Corporation to institute, or may institute, litigation or arbitration seeking to have this Agreement Section VI declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this AgreementSection VI. In these circumstances, the purpose of this Agreement Section VI could be frustrated. It is the intent of the Company Corporation that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement Section VI by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change change in Controlcontrol, it should appear to Executive Employee that the Company Corporation has failed to comply with any of its obligations under this Agreement Section VI or in the Company event that Corporation or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executivereasonable obligations related to Employee’s obligations under Sections 10 and 11employment with Corporation, then the Company Corporation irrevocably authorizes Executive Employee from time to time-to-time to retain counsel of Executive’s his choice at the direct expense and liability of the Company Corporation as provided in this Section 13(p) 6.08 to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company Corporation or any Directordirector, officer, shareholder or other person affiliated with the CompanyCorporation, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company Corporation and such counsel, the Company Corporation irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company Corporation and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time-to-time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company Corporation on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of $250,000 per year for each 500,000, said amount to be “grossed up” to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/ (1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to Employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceableunenforceable , or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s 's rights under this Agreement by litigationlitigation , arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s 's rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s 's obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s 's choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s 's obligations under this Section 13(pl 3(p) shall not be conditioned on Executive’s 's success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s 's taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company Corporation is aware that upon the occurrence of a Change change in Control control, the Board of Directors or a shareholder of the Company Corporation may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company Corporation to institute, or may institute, litigation or arbitration seeking to have this Agreement Section VII declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this AgreementSection VII. In these circumstances, the purpose of this Agreement Section VII could be frustrated. It is the intent of the Company Corporation that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement Section VII by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change change in Controlcontrol, it should appear to Executive Employee that the Company Corporation has failed to comply with any of its obligations under this Agreement Section VII or in the Company event that Corporation or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executivereasonable obligations related to Employee’s obligations under Sections 10 and 11employment with Corporation, then the Company Corporation irrevocably authorizes Executive Employee from time to time-to-time to retain counsel of Executive’s his choice at the direct expense and liability of the Company Corporation as provided in this Section 13(p) 7.08 to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company Corporation or any Directordirector, officer, shareholder or other person affiliated with the CompanyCorporation, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company Corporation and such counsel, the Company Corporation irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company Corporation and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time-to-time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company Corporation on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of $250,000 per year for each 500,000, said amount to be “grossed up” to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/ (1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to Employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s her rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s her rights hereunder under threat of incurring such expenses. Accordingly, if at any time in the two calendar years following a Change in ControlTermination of Employment during the Protected Period, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s her obligations under Sections 10 and 11Section 9, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s her choice at the expense of the Company as provided in this Section 13(p) 21 to represent Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) 21 shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration litigation or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum annual amount of $250,000 per year for in each of the two calendar years following the year in which occurs such Termination of Employment within the Change in Control occursProtected Period; provided, provided that Executive presents such statement(s) no later than 30 days prior to the end of each such year, and provided further, that if Executive’s taxable year Termination of Employment was for Good Reason, no such payment shall be made before the first day of the seventh month following the year in which such expenses were incurredTermination of Employment. Notwithstanding the foregoing, this Section 13(p) 21 shall not apply at any time unless a Change in Control has occurred.

Enforcement Costs. The Company is aware that that, upon the occurrence of a Change in Control Control, the Board of Directors or a shareholder of the Company Company, or the Company's successor in interest, may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, institute litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of Executive’s her rights under this Agreement by litigation, arbitration litigation or other legal action action, nor be bound to negotiate any settlement of her rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it Control the Executive should appear to Executive conclude in good faith that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes the Executive from time to time to retain legal counsel of Executive’s her choice at the expense of the Company as provided in this Section 13(p) to represent the Executive in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Directordirector, officer, shareholder stockholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided herein shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis no later than 30 days after upon presentation by the Executive of a statement or statements prepared by such her counsel in accordance with its customary practices. In any action involving this Agreement, up the Executive shall be entitled to a maximum of $250,000 per year for each prejudgment interest on any amounts found to be due her as of the two years following the year in which the Change in Control occurs, provided that Executive presents date such statement(s) no later than 30 days prior amounts would have been payable to the end Executive pursuant to this Agreement at an annual rate of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredinterest of 10%.

Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive Rhein the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive Rhein not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Rhein hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, Control it should appear to Executive Rhein that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive from, Rhein, the benefits intended to be provided to Executive Rhein hereunder, and Executive that Rhein has complied with all of Executive’s his obligations under Sections 10 and 11this Agreement, then the Company irrevocably authorizes Executive Rhein from time to time to retain counsel of Executive’s his choice at the expense of the Company as provided in this Section 13(p) 22, to represent Executive Rhein in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive Rhein entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Rhein agree that a confidential relationship shall exist between Executive Rhein and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Rhein as hereinabove herein provided shall be paid or reimbursed to Executive Rhein by the Company on a regular, periodic basis no later than 30 days after upon presentation by Executive Rhein of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred500,000.

Enforcement Costs. The Company is aware that upon the occurrence Tenant shall pay to Landlord all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Landlord in any action or proceeding to which Landlord may be made a party by reason of a Change any act or omission of Tenant. Tenant also shall pay to Landlord all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and actual disbursements, incurred by Landlord in Control the Board of Directors or a shareholder enforcing any of the Company covenants and provisions of this Lease and incurred in any action brought by Landlord against Tenant on account of the provisions hereof, and all such costs, expenses and reasonable attorneys’ fees and disbursements may then cause be included in and form a part of any judgment entered in any proceeding brought by Landlord against Tenant on or attempt to cause the Company to refuse to comply with its obligations under this AgreementLease. All of the sums paid or obligations incurred by Landlord as aforesaid, with interest and costs, shall be paid by Tenant to Landlord on demand. Notwithstanding any contrary or may cause ambiguous provision in this Lease, if either Landlord or attempt to cause Tenant commences or engages in any legal action or proceeding against the Company to instituteother party (including, or may institutewithout limitation, litigation or arbitration seeking to have this Agreement declared unenforceable, arbitration) arising out of or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation Lease, the Premises, a Facility or defense the Facilities (including, without limitation (a) the enforcement or interpretation of any litigation, arbitration either party’s rights or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(pLease (whether in contract, tort, or both) shall not be conditioned on Executive’s success in or (b) the prosecution or defense declaration of any such litigation, arbitration rights or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counselobligations under this Lease), the Company irrevocably consents prevailing party shall be entitled to Executive entering into an attorney-client relationship recover from the losing party reasonable attorneys’ fees, together with any costs and expenses, incurred in any such counselaction or proceeding, including any reasonable attorneys’ fees, costs, and in that connection the Company expenses incurred on collection and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredappeal.

Enforcement Costs. The Company Corporation is aware that upon the occurrence of ----------------- a Change in Control change of control the Board of Directors or a shareholder of the Company Corporation may then cause or attempt to cause the Company Corporation to refuse to comply with its obligations under this AgreementSection V, or may cause or attempt to cause the Company corporation to institute, or may institute, litigation or arbitration seeking to have this Agreement Section V declared unenforceable, or may take, or attempt to take, other action to deny Executive Employee the benefits intended under this Agreement. Section V. In these circumstances, the purpose of this Agreement Section V could be frustrated. It is the intent of the Company Corporation that Executive Employee not be required to incur the expenses associated with the enforcement of Executive’s his rights under this Agreement Section V by litigation, arbitration litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive Employee hereunder, nor be bound to negotiate any settlement of Executive’s his rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Controlchange of control, it should appear to Executive Employee that the Company Corporation has failed to comply with any of its obligations under this Agreement Section V or in the Company event that Corporation or any other person takes any action to declare this Agreement Section V void or unenforceable, or institutes institute any litigation, arbitration litigation or other legal action designed to deny, diminish or to recover from Executive Employee the benefits intended to be provided to Executive hereunder, Employee hereunder and Executive that Employee has complied with all of Executive’s reasonable obligations under Sections 10 and 11related to Employee's employment with Corporation, then the Company Corporation irrevocably authorizes Executive Employee from time to time to retain counsel of Executive’s his choice at the direct expense and liability of the Company Corporation as provided in this Section 13(p) 5.05 to represent Executive Employee in connection with the initiation or defense of any litigation, arbitration litigation or other legal action, whether by or against the Company Corporation or any Directordirector, officer, shareholder or other person affiliated with the CompanyCorporation, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company Corporation and such counsel, the Company Corporation irrevocably consents to Executive Employee entering into an attorney-client relationship with such counsel, and in that connection the Company Corporation and Executive Employee agree that a confidential relationship shall exist between Executive Employee and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Employee as hereinabove provided shall be paid or reimbursed to Executive Employee by the Company Corporation on a regular, periodic basis no later than 30 days after upon presentation by Executive Employee of a statement or statements prepared by such counsel in accordance with its customary practices, practices up to a maximum aggregate amount of Five Hundred Thousand and No/100 ($250,000 per year for each 500,000.00) Dollars, said amount to be "grossed up" to cover federal and state income taxes. The amount of the two years gross up shall be calculated in accordance with the following formula: A/(1-R), where A is the amount of legal fees and R is the combined highest marginal tax rate applicable to Employee in the tax year in which that the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurredpayment is made.