Common use of Full Settlement Clause in Contracts

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"), that if the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to prevails on any further payments hereunder, in connection with a contest originated material claim made by the Executive if and disputed by the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousCompany under this Agreement.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided. Any amount payable by the Company in any year pursuant to the prior sentence will not be affected by the amount of any payment made by the Company pursuant to the prior sentence in any other year, that and under no circumstances will the Executive shall repay by permitted to liquidate or exchange the benefit afforded him in the prior sentence for cash or any other benefit. To the extent any such payment is made via reimbursement to the Company all Executive, no such amounts paid reimbursement will be made promptly by the Company, Company and in no event later than the end of the year following the year in which the underlying expense is incurred. This Section 8 shall not be entitled apply only to any further payments hereunder, in connection with a contest originated by expenses incurred during the Executive if the trier lifetime of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"), that if the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to prevails on any further payments hereunder, in connection with a contest originated material claim made by the Executive if and disputed by the trier of fact in such contest determines that the Executive’s claim was not brought in good faith Company or was frivolousAcquiror under this Agreement.

Full Settlement. The Subject to Section 9 herein, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or any of its Affiliates may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employmentemployment (except as provided in Section 6(a)(ii) where the medical and other welfare benefits described therein shall be secondary to those provided under another employer-provided plan). The Notwithstanding any other provision of this Agreement, the Company agrees to pay as incurred but in no event later than the end of the calendar year following the calendar year in which incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur during the period beginning on the date of this Agreement and ending ten (10) years after the Date of Termination as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided. Any amount payable by the Company in any year pursuant to the prior sentence will not be affected by the amount of any payment made by the Company pursuant to the prior sentence in any other year, that and under no circumstances will the Executive shall repay by permitted to liquidate or exchange the benefit afforded him or her in the prior sentence for cash or any other benefit. To the extent any such payment is made via reimbursement to the Company all Executive, such amounts paid reimbursement will be made promptly by the Company, Company and in no event later than the end of the year following the year in which the underlying expense is incurred. This Section 8 shall not be entitled apply only to any further payments hereunder, in connection with a contest originated by expenses incurred during the Executive if the trier lifetime of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The After the Effective Date, the Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, provided that the Executive Company shall repay to have no such obligation if it is determined by a court that the Company all such amounts paid by was not in breach of the Company, Agreement and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was 's claims were not brought made in good faith or was frivolousfaith.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement herein and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others, except claims in respect of the Executive's gross negligence, wilful misconduct or violation of any applicable law. In no event The Executive shall not be required to mitigate the Executive be obligated to seek amount of any payment provided for in Section 9 hereof by seeking other employment or take otherwise, nor shall the amount of any other action payment provided for in Section 9 hereof be reduced by way of mitigation of the amounts payable to any compensation earned by the Executive under any as the result of the provisions of this Agreement and such amounts shall not be reduced whether employment by another employer or not business, by profits earned by the Executive obtains other employmentfrom any source at any time before or after the Date of Termination, or otherwise. The Unless the Executive is found by a court of competent jurisdiction to have committed an act that constitutes wilful misconduct or a violation of applicable law, the Company agrees to pay as incurredpay, to the full fullest extent permitted by law, all legal fees and expenses which incurred by the Executive may reasonably incur as a result of any contest or dispute (regardless of the outcome thereof thereof) by the Company, the Executive Company or others of the validity or enforceability of, or liability under, any provision of this Agreement Agreement, or any guarantee of performance thereof (including as a result of any contest by the Executive about in seeking to obtain or enforce any right or benefit provided by this Agreement (including the amount of any payment pursuant to this Agreement), plus in each case interest on Section 9 hereof or the validity of any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that the Executive shall repay to purported termination by the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous).

Full Settlement. The Subject to Section 9 herein, the Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or any of its Affiliates may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employmentemployment (except as provided in Section 6(a)(ii) where the medical and other welfare benefits described therein shall be secondary to those provided under another employer-provided plan). The Notwithstanding any other provision of this Agreement, the Company agrees to pay as incurred but in no event later than the end of the calendar year following the calendar year in which incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur during the period beginning on the date of this Agreement and ending ten (10) years after the Date of Termination as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The parties agree that the Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder are intended to be in full settlement of all claims that the Employee may have against the Company with respect to the termination of the Employee’s employment with the Company and the Employee may be required to execute and deliver an agreement to this effect prior to receipt of any payments under this Agreement. The payments to be made by the Company or any other obligation that the Company is required to perform pursuant to this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive Employee or others. In no event shall the Executive Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive Employee under any of the provisions of this Agreement and and, except as provided in Section 4.1(b), such amounts shall not be reduced whether or not the Executive Employee obtains other employment. The Company agrees to pay as incurred, to To the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of Employee prevails in any contest regardless of the outcome thereof by the Company, the Executive or others of with respect to the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about Employee regarding the amount of any payment pursuant to this Agreement), the Company agrees to pay promptly, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any such contest, plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A) of the Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous).

Full Settlement. The Company’s Except as otherwise provided in Section 7(a) hereof, Energy Group's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company Energy Group or any of its affiliated companies may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company Except as otherwise provided in this Section 9 or Section 11 of this Agreement, Energy Group agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur incur, including the legal fees and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof thereof) by the CompanyEnergy Group or any of its affiliated companies, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"). Notwithstanding the foregoing, that the Executive shall repay to the Company all such amounts paid by the Company, and Energy Group shall not be entitled obligated to pay any further payments hereunder, in connection with a contest originated legal fees or expenses incurred by the Executive if in any contest in which the trier of fact in such contest determines that the Executive’s claim 's position was not brought frivolous or maintained in good faith or was frivolousbad faith.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s or the Successor Employer’s obligation to make the payments provided for in this Agreement and otherwise to perform its their obligations hereunder shall not be affected reduced by any set-off, counterclaimcounter-claim, recoupment, defense or other claim, right right, or action which the Company or the Successor Employer may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or to take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. Further, the Company’s obligation to make the payments provided for in this Agreement and such amounts otherwise to perform their obligations hereunder shall not be reduced whether or not should the Executive obtains other employmentseek employment or become employed by another company after leaving the Company or Successor Employer. The Company or the Successor Employer, as applicable, agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of the Executive’s successful collection efforts to receive amounts payable hereunder, or as a result of any contest (regardless of the outcome thereof thereof) by the Company, Company or the Executive Successor Employer or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this AgreementSection), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"). Notwithstanding the foregoing, if it is finally judicially determined that the Executive brought any claims contemplated in the previous sentence in bad faith, the Executive shall repay to reimburse the Company all for such amounts paid by the Company, fees and shall not be entitled expenses which are reasonably related to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good bad faith or was frivolousclaim.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of of, and, except as specifically provided herein no amounts earned by the Executive at such other employment or otherwise shall reduce, the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employmentAgreement. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or, in the event of a Change of Control, any provision of any benefit, bonus, incentive or other plans, programs, policies or practices, including but not limited to the Company’s Supplemental Executive Retirement Plan and 1991 and 1997 Long Term Incentive Plans provided by the Company or any of its affiliated companies or any guarantee of performance thereof of any of the foregoing (including as a result of any contest by the Executive about the amount of any payment pursuant to Section 9 of this Agreement), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code; provided"), unless the Executive instituted the proceeding and the judge, arbitrator or other person presiding over the proceeding affirmatively finds that the Executive shall repay to instituted the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, proceeding in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousbad faith.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"), that if the Executive shall repay to prevails on any material claim made by him, and disputed by the Company all such amounts paid by under the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier terms of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousthis Agreement.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"), that if the Executive shall repay to prevails on any material claim made by him, and disputed by the Company all such amounts paid by or Acquiror under the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier terms of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousthis Agreement.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others, except as required by applicable law or regulation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Furthermore, the Executive shall be entitled to receive from the Company payment in respect of all direct and indirect damages as a result of any material breach by the Company of this Agreement. From the date hereof until the 20th anniversary of the later of (i) the Date of Termination and (ii) the date of the Executive’s death, the Company agrees to pay as incurred, to the full extent permitted by law, all any legal fees and and/or expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, or breach by the Company of, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that payment of legal fees and/or expenses shall not be provided to the Executive later than the last day of the second calendar year in which the relevant fees or expenses were incurred; provided, further, that the Executive shall repay to the Company all such amounts amount of any legal fees and/or expenses paid by the Company, and Company on behalf of the Executive during a calendar year shall not affect any legal fees and/or expenses to be entitled to any further payments hereunder, in connection with a contest originated paid by the Company on behalf of the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousany other calendar year.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A7872(1)(2)(A) of the Code; provided. Notwithstanding the foregoing, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled obligated to pay any further payments hereunder, in connection with a contest originated legal fees or expenses incurred by the Executive if in any contest in which the trier of fact in such contest determines that the Executive’s claim position was not brought frivolous or maintained in good faith or was frivolousbad faith.

Full Settlement. The Companypayments provided for in this Agreement are in full settlement of any claims the Executive may have against the Corporation arising out of her termination, including, but not limited to, any claims for wrongful discharge. The Corporation’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-offcircumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other claim, right or action which that the Company Corporation may have against the Executive or others; provided, however, that the Corporation’s failure to make any such setoff shall not constitute a waiver of any claim of the Corporation against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employmentAgreement. The Company Corporation agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive Corporation or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement)thereof, plus in each case plus interest, compounded monthly, on the total unpaid amount determined to be payable under this Agreement, such interest to be calculated on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) basis of the Code; provided, that the Executive shall repay to the Company all such amounts paid prime commercial lending rate announced by the Company, and shall not be entitled to any further payments hereunderUnion Planters Bank, in connection with a contest originated by effect from time to time during the Executive if the trier period of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousnon-payment.

Full Settlement. The Company’s and/or the Bank’s obligation to make the payments provided for in this Agreement and otherwise to perform its their obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense defense, or other claim, right or action which that the Company or the Bank may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company or the Bank (as applicable) agrees to pay as incurredincurred (within 10 days following the Company’s or the Bank’s receipt of an invoice from Executive), to the full extent permitted by law, all legal fees and expenses which the that Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the CompanyCompany or the Bank, the Executive Executive, or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus plus, in each case interest on any delayed paymentcase, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the CodeInterest; provided, however, that the Executive shall repay be required to reimburse the Company all or the Bank (as applicable) for the cost of such amounts paid by the Company, legal fees and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive expenses if the trier of applicable fact in such contest finder determines that the Executive’s claim was not brought in good faith or was position is frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); PROVIDED, plus HOWEVER, that the Executive shall be responsible for his own legal fees in each case interest the event that he fails to prevail in at least one material claim against the Company. In no event shall the Executive be required to pay the legal fees of the Company. Interest on any delayed payment, payment shall be payable at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous").

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that . Any reimbursement of legal fees paid to the Executive pursuant to this Section 8 shall repay to be paid no later than the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier end of fact in such contest determines that the Executive’s claim was not brought taxable year next following the Executive’s taxable year of the Executive in good faith or was frivolouswhich the related expense is incurred, and, if paid on account of a separation from service, no earlier than the seventh month following the Executive’s separation from service.

Full Settlement. The Company’s 's obligation to make the payments --------------- provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s 's claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments --------------- provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not -------- ------- be entitled required to pay any further payments hereunder, in connection with such legal fees or expenses if there is a contest originated determination by a court or other fact-finder having jurisdiction of the Executive if the trier of fact in such contest determines claim that the Executive’s 's claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments ---------------- provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s 's claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that if the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to prevails on any further payments hereunder, in connection with a contest originated material claim made by the Executive if and disputed by the trier of fact in such contest determines Company under this Agreement; provided that the Executive’s claim was 's costs and expenses shall be reimbursed not brought later than the last day of the calendar year following the calendar year in good faith or was frivolouswhich the costs and expenses were incurred.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which that the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that if the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to prevails on any further payments hereunder, in connection with a contest originated material claim made by the Executive if and disputed by CIT or the trier of fact in such contest determines Company under this Agreement; provided that the Executive’s claim was 's costs and expenses shall be reimbursed not brought later than the last day of the calendar year in good faith which there is a final and nonappealable judgment or was frivolousother binding decision with respect to such claim.

Full Settlement. The Company’s 9.1 EDOORWAYS' obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company EDOORWAYS may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation litigation of the amounts amount payable to the Executive under any of the provisions of this Agreement and and, except as provided in Article 7.1.5, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company EDOORWAYS agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the CompanyEDOORWAYS, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including thereof(including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A7872 (f) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"). Notwithstanding the foregoing, that the Executive shall repay to the Company all such amounts paid by the Company, and EDOORWAYS shall not be entitled obligated to pay any further payments hereunder, legal fees or expenses of Executive in connection with a any contest originated by Executive about the Executive amount of any payment under this Agreement if the trier of fact in such contest determines it is determined that the EDOORWAYS did not breach this Agreement and Executive’s 's claim was not brought made in good faith or was frivolousfaith.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided. Notwithstanding the foregoing, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled obligated to pay any further payments hereunder, in connection with a contest originated legal fees or expenses incurred by the Executive if in any contest in which the trier of fact in such contest determines that the Executive’s claim position was not brought frivolous or maintained in good faith or was frivolousbad faith.

Full Settlement. Subject to full compliance by the Company with all of its obligations under this Agreement, this Agreement shall be deemed to constitute the settlement of such claims as the Executive might otherwise be entitled to assert against the Company by reason of the termination of the Executive's employment for any reason during the Employment Period. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced reduced, except as explicitly provided in Section 5(a)(iii), whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousthereof.

Full Settlement. The Company’s 's obligation to make the payments --------------- provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled required to pay any further payments hereunder, in connection with such legal fees or expenses if there is a contest originated determination by a court or other fact-finder having jurisdiction of the Executive if the trier of fact in such contest determines claim that the Executive’s 's claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); provided, plus however, that the Executive shall be responsible for his own legal fees in each case interest the event that he fails to prevail on at least one material claim against the Company. In no event shall the Executive be required to pay the legal fees and expenses of the Company Interest on any delayed payment, payment shall be payable at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous").

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A7872(1)(2)(A) of the Code; provided. Notwithstanding the foregoing, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled obligated to pay any further payments hereunder, in connection with a contest originated legal fees or expenses incurred by the Executive if in any contest in which the trier of fact in such contest determines that the Executive’s claim 's position was not brought frivolous or maintained in good faith or was frivolousbad faith.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the “Code; provided, that ”. Any reimbursement of legal fees paid to the Executive pursuant to this Section 8 shall repay to be paid no later than the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier end of fact in such contest determines that the Executive’s claim was not brought taxable year next following the Executive’s taxable year of the Executive in good faith or was frivolouswhich the related expense is incurred, and, if paid on account of a separation from service, no earlier than the seventh month following the Executive’s separation from service.

Full Settlement. (a) The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section section 7872(f)(2)(A) of the Code; provided. If, however, following the conclusion of such contest, the court before whom such contest was held determines that under the circumstances it was unjust for the Company to have paid all or any part of the legal fees and expenses of the Executive pursuant to the immediately preceding sentence, the Executive shall repay any such payments to the Company all such in accordance with the order of the court. (b) The right of the Executive (including the estate of the Executive) to amounts paid under this Section 8 shall continue during the life of the Executive (and the life of any beneficiary claiming with respect to the Executive by reason of this Section 8). Payment by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest regardless of the outcome thereof by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, that the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to any further payments hereunder, in connection with a contest originated by the Executive if the trier of fact in such contest determines that the Executive’s 's claim was not brought in good faith or was frivolous.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code; provided”). Any amount payable by the Company in any year pursuant to the prior sentence will not be affected by the amount of any payment made by the Company pursuant to the prior sentence in any other year, that and under no circumstances will the Executive shall repay by permitted to liquidate or exchange the benefit afforded him in the prior sentence for cash or any other benefit. To the extent any such payment is made via reimbursement to the Company all Executive, no such amounts paid reimbursement will be made by the Company, and shall not be entitled to any further payments hereunder, Company later than the end of the year following the year in connection with a contest originated by which the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousunderlying expense is incurred.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that if the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to prevails on any further payments hereunder, in connection with a contest originated material claim made by the Executive if and disputed by the trier of fact in such contest determines Company under this Agreement; provided that the Executive’s claim was costs and expenses shall be reimbursed not brought later than the last day of the calendar year following the calendar year in good faith or was frivolouswhich the costs and expenses were incurred.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code; provided"). Any amount payable by the Company in any year pursuant to the prior sentence will not be affected by the amount of any payment made by the Company pursuant to the prior sentence in any other year, that and under no circumstances will the Executive shall repay by permitted to liquidate or exchange the benefit afforded him in the prior sentence for cash or any other benefit. To the extent any such payment is made via reimbursement to the Company all Executive, no such amounts paid reimbursement will be made by the Company, and shall not be entitled to any further payments hereunder, Company later than the end of the year following the year in connection with a contest originated by which the Executive if the trier of fact in such contest determines that the Executive’s claim was not brought in good faith or was frivolousunderlying expense is incurred.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurredpay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment, payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that if the Executive shall repay to the Company all such amounts paid by the Company, and shall not be entitled to prevails on any further payments hereunder, in connection with a contest originated material claim made by the Executive if and disputed by the trier of fact in such contest determines Company under this Agreement; provided that the Executive’s claim was costs and expenses shall be reimbursed not brought later than the last day of the calendar year following the calendar year in good faith or was frivolouswhich the costs and expenses were incurred.