Common use of Legal Fees and Expenses Clause in Contracts

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of Executive’s employment on or after a Change in Control. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to Executive’s rights or obligations upon or following a termination of this AgreementExecutive’s employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by Executive attributable to such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by Company with respect to the Executive, same shall be promptly returned to Company by Executive without interest. Any reimbursement of attorneys’ fees and related expenses required under this Section 7.12 shall be made by Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to Company (but in no any event not later than the end close of the Executive's ’s taxable year following the Executive's taxable year in which the fee or expense is incurred by Executive); provided, however, that, upon Executive’s termination of employment with Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Executive’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Executive incurs the for such fees and expenses. In addition, no reimbursement provided for any expense disbursements incurred in one taxable year will affect after the amount available in another taxable year, and later of (a) Executive’s death or (b) the right to this reimbursement date that is not subject to liquidation or exchange for another benefitten years after the date of Executive’s termination of employment with Company.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's ’s taxable year following the Executive's ’s taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and If 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, choice at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' , and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments shall be made within five (5) business days after delivery of Executive's written requests for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are incurred by may reasonably require. Notwithstanding the Executiveforegoing provisions of this Section 11, but in no event later than the end obligations of the Executive's taxable year following Company under this Section 11 shall not exceed, in the Executive's taxable year in which the Executive incurs the fees and expenses. In additionaggregate, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit$50,000.00.

Legal Fees and Expenses. In the event of a Change If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in Controlthis Agreement, it is the intent of the Company that the will undertake to indemnify Executive not be required to incur legal for his reasonable attorneys’ fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by such litigation or otherwise because arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyforegoing, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any The first $10,000 of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 8 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right Executive will be entitled to this reimbursement is not subject to liquidation receive any balance thereof as soon as administratively feasible after the termination of such litigation or exchange for another benefitarbitration or any settlement thereof under terms on which the Executive substantially prevails.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company as they are incurred or by a trust created to secure such payment shall be repaid. In the Executiveevent a Change of Control occurs, but in no event later than the end performance of the ExecutiveCompany's taxable year following the Executive's taxable year obligations under this Section 5 will be funded by amounts deposited or which may be deposited in trust pursuant to certain trust agreements to which the Executive incurs Company may be a party providing that the fees and expensesexpenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In additionorder to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In The Company is aware that upon the event occurrence of a Change in Control, it the Board 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 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 legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise other legal action, nor that the Executive be bound to negotiate any settlement of the Executive's rights hereunder, because the cost and expense thereof of such legal action or settlement would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if following a Change in Control occurs and 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 (including the Internal Revenue Service) takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action or proceeding designed to deny, diminish or to recover from, from the Executive the benefits provided or intended entitled to be provided to the Executive hereunder, and the Executive has complied with all of his obligations under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter providedprovided in this paragraph 14, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any Directordirector, officer officer, shareholder, or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will shall exist between the Executive and such counsel. Without respect The reasonable fees and expenses of counsel selected from time to whether time by the Executive prevails, in whole as herein above provided shall be paid or in part, in connection with any of reimbursed to the foregoing, Executive by the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. Any legal expenses incurred by the Executive Company by reason of any dispute between the parties as to enforceability of or the terms contained in connection with this Agreement, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable yearCompany, and the right Company shall not take action to this seek reimbursement is not subject to liquidation or exchange from the Executive for another benefitsuch expenses.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the ExecutiveThe Executive shall promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the end date on which such expenses were incurred, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, and such reimbursements will be made within thirty business days after delivery of the Executive's taxable ’s written requests for payment. For the avoidance of doubt, (i) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the Executive's taxable calendar year in which the Executive incurs the fees applicable expense is incurred; and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and (iii) the right to this payment or reimbursement is may not subject to liquidation be liquidated or exchange exchanged for another any other benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the ExecutiveThe Executive shall promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the end date on which such expenses were incurred, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, and such reimbursements will be made within thirty business days after delivery of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided ’s written requests for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitpayment.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if if, following a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in good faith in connection with any of the foregoing; provided thatprovided, however, that the Company shall have no obligation hereunder to pay any attorneys’ fees or related expenses with respect to any frivolous claims made by the Executive. Payments by the Company shall be made in regard to such mattersaccordance with the rules immediately below, upon written request of the Executive has not acted frivolously, in bad faith or with no colorable claim which must be accompanied by such evidence of success. Such eligible fees and expenses will be paid by as the Company may reasonably require. The Company shall administer such reimbursements consistent with the following additional requirements as they are incurred by the Executive, but set forth in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expensesTreas. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.Reg. § 1.409A-3(i)(1)(iv):

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of his employment on or after a Change in Control. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to his rights or obligations upon or following a termination of this Agreementhis employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by Executive attributable to such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by Company with respect to the Executive, same shall be promptly returned to Company by Executive without interest. Any reimbursement of attorneys' fees and related expenses required under this Section 7.12 shall be made by Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to Company (but in no any event not later than the end close of the Executive's taxable year following the Executive's taxable year in which the fee or expense is incurred by Executive); provided, however, that, upon Executive's termination of employment with Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Executive's termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Executive incurs the for such fees and expenses. In addition, no reimbursement provided for any expense disbursements incurred in one taxable year will affect after the amount available in another taxable year, and later of (i) Executive's death or (ii) the right to this reimbursement date that is not subject to liquidation or exchange for another benefitten years after the date of Executive's termination of employment with Company.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by Executive at any time from the Executive Effective Date through Executive’s remaining lifetime, (or, if longer, through the 20th anniversary of the Effective Date) in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by the incurred as Company as they are incurred by the Executive, but in no event later than may reasonably require; provided that Executive shall have submitted all required documentation at least 14 days before the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitexpenses were incurred.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will shall pay or cause to be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; . The amount of expenses eligible for reimbursement or in-kind benefits provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by during the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one ’s taxable year will not affect the amount available expenses eligible for reimbursement or in-kind benefits to be provided, in another any other taxable year, and the . The right to this reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 3(b) of this the Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by on the Executive, but in no event later than the end thirtieth day following its receipt of adequate substantiation to support payment of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitamount.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company CONSOL Companies that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that any of the Company CONSOL Companies has failed to comply with any of its obligations under this Agreement or in the event that any of the Company CONSOL Companies or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company CONSOL Companies irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company CONSOL Companies as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company CONSOL Companies or any Director, officer or employee of any of the CompanyCONSOL Companies, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between any of the Company CONSOL Companies and such counsel, each of the Company CONSOL Companies irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company CONSOL Companies and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company CONSOL Companies will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company CONSOL Companies as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of his employment on or after a Change in Control. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to his rights or obligations upon or following a termination of this Agreementhis employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive attributable to such frivolous claim or defense shall become Executive's taxable year following sole responsibility and any funds advanced by Company with respect to the Executive's taxable year in which the same shall be promptly returned to Company by Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitwithout interest."

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur Executive’s legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereundernegotiation of this agreement by the law firm of Debevoise & Xxxxxxxx shall be paid for by the Company. Accordingly, if a Change in Control occurs and If 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 or threatens to take any action to declare this Agreement or Section 4(c) of the Albertsons Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal actionaction in regard thereto, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will will, subject to the notification requirements and applicable limitation set forth below, pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such Subject to compliance with the following paragraph, such payments will be made within 15 business days after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are may reasonably require. As a condition to the Company’s obligation to reimburse Executive for legal fees incurred by Executive in connection with any claim under this Agreement against the ExecutiveCompany, but in no event later than the end Executive shall be required to provide the Company with written notice of the Executive's taxable year claim, which shall specify in reasonable detail the basis for the claim (the “Initial Claim Notice”); provided that Executive may incur, and the Company shall be responsible for, legal fees and expenses not in excess of $5,000 prior to the delivery of an Initial Claim Notice with respect to any claim or series of related claims. The Executive shall not be entitled to be reimbursed for any additional legal fees incurred during the 10 business day period following delivery of the Initial Claim Notice (the “Evaluation Period”), during which time the Company shall have the opportunity to evaluate the claim and consider its merits. The Executive shall be entitled to be reimbursed for any legal fees and expenses incurred following the Executive's taxable year expiration of the Evaluation Period, without any limitation other than as specified in the immediately preceding paragraph. Following the expiration of the Evaluation Period, either party may elect to submit the claim to arbitration in accordance with the rules of the American Arbitration Association (“AAA”) by written notice to the other party and to the AAA (in which case such arbitration shall be the sole and exclusive means of dispute resolution with respect to such matter, with the decision of the arbitrator binding and not subject to judicial review). Unless the parties shall agree to a different location, the arbitration shall occur in the city in which the Executive incurs is performing his services under this Agreement at the fees date the Initial Claim Notice is delivered (except that if the dispute relates to a claim related to the relocation of the Executive’s principal place of employment, the arbitration will take place in the city where he was performing his services prior to such relocation). Unless otherwise agreed by the parties, the arbitration shall be heard by a single arbitrator, who shall be selected from a list of ten potential arbitrators provided by the AAA, with each party alternatively striking one name from the list until only one remains, with the Executive making the first deletion. Each party agrees that, if any claim is presented for arbitration, he or it will use his or its best efforts to select the arbitrator within 45 days of the notice for arbitration and expenses. In addition, no reimbursement provided for any expense incurred will act in one taxable year will affect good faith to pursue prompt resolution of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitarbitration proceeding.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal actionaction in regard thereto, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses payments will be paid by the Company as they are incurred by the Executive, but in no event later than the end made within five business days after delivery of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the written requests for payment, accompanied by such evidence of fees and expenses. In addition, no reimbursement provided for any expense expenses incurred in one taxable year will affect as the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitCompany may reasonably require.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement Unless prohibited by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglylaw, if a Change Employee prevails on at least one substantive issue in Control occurs and it should appear seeking to enforce the Executive that the Company has failed to comply with any of its Company’s obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will shall pay and be solely financially responsible for any and all reasonable attorneys' and related fees costs and expenses (including attorneys’ fees) incurred by the Executive Employee in connection with Employee’s action to enforce the Company’s obligations under this Agreement. The Company shall pay directly or reimburse Employee for any and all such costs and expenses within sixty (60) calendar days following the presentation by Employee or by counsel selected from time to time by Employee of a statement or statements prepared by Employee or by such counsel of the foregoing; amount of such costs and expenses. The Company shall also pay to Employee interest (calculated at the base rate from time to time in effect at Bank of America, compounded monthly) on any payments or benefits that are paid or provided thatto Employee later than the date on which due under the terms of this Agreement. In order to comply with Section 409A of the Code, (a) in regard to such matters, no event will the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid payments by the Company as they are incurred by the Executive, but in no event under Section 8 of this Agreement be made later than the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expenses. In addition, no reimbursement provided expenses were incurred; Employee shall be required to submit an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year will not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year; (c) the Company’s obligation to pay Employee’s legal fees will terminate on the fifth anniversary of the termination of this Agreement; and (d) Employee’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another other benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company or any other person has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's ’s taxable year following the Executive's ’s taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counselcounsel (other than Xxxxxxxx PC), and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; provided that, Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. Expenses paid or reimbursed pursuant to this Section 9 during any calendar year may not affect the expenses eligible for reimbursement in regard to any other calendar year. Reimbursements of such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by made within sixty (60) days of the Company as they are incurred by date on which the ExecutiveExecutive submits proper substantiation for the expense, but in no event later than the end last day of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs the fees and expensesexpense was incurred. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the The Executive's right to this reimbursement of expenses and fees hereunder is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in ControlThe Company intends that, it is the intent of the Company that except as set ----------------------- forth below, the Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive reasonably believes 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 or threatens to take any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing up to a maximum amount of $50,000 without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoingforegoing (which payments shall be made on a regular, periodic basis upon presentation to the Company of a statement or statements prepared by such counsel in accordance with its customary practices) and will pay reimburse the Executive and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses in excess of such $50,000 amount incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, foregoing thereafter if the Executive has not acted frivolously, prevails in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitconnection therewith.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Surviving Entity has failed to comply with any of its obligations under this Agreement or in the event that the Company Surviving Entity or any other person Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Surviving Entity irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company Surviving Entity as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company Surviving Entity or any Directordirector, officer officer, stockholder or employee of other person affiliated with the CompanySurviving Entity, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Surviving Entity and such counsel, the Company Surviving Entity irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company Surviving Entity and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company Surviving Entity will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, foregoing during the period of time beginning on a Change in regard to such matters, Control and ending 15 years after the Executive has not acted frivolously, in bad faith or with no colorable claim of successExecutive’s Separation from Service. Such payments will be made within five business days after delivery of the Executive’s written request for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are incurred by Surviving Entity may reasonably require. Notwithstanding anything herein to the contrary, the legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive, but in ’s rights under this Agreement contemplated by this Section 8 shall be made no event later than the end of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs expenses were incurred and the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will amount so reimbursed shall not affect the amount available expenses eligible for reimbursement, or in-kind benefits to be provided, in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counselcounsel and, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for or will reimburse any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to regardless of amount. Any such matters, the Executive has not acted frivolously, in bad faith payment or with no colorable claim of success. Such fees and reimbursement shall be for expenses will be paid by the Company as they are incurred by the ExecutiveExecutive during his lifetime, but in no event and such payment or reimbursement shall be made not later than the end December 31st of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In additionexpense; provided, that in no event will the amount of expenses eligible for payment or reimbursement provided for any expense incurred in one taxable year will affect the amount available of expenses to be paid or reimbursed in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. 6 7 (b) Without limiting the obligations of the Company pursuant to Section 7(a) hereof, in regard to such mattersthe event a Change in Control occurs, the Executive has performance of the Company's obligations under this Section 7 shall be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party, which amounts deposited shall in the aggregate be not acted frivolously, in bad faith or with no colorable claim of success. Such less than $1,000,000 providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs shall have the fees status of a general unsecured creditor of the Company and expensesshall have no right to, or security interest in, any assets of the Company or any Subsidiary. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit8.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive shall not be required to incur legal fees and the related any expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation litigation, or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter hereinafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the The Company and such counsel, the Company irrevocably consents shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred by the Executive in connection with any such proceeding or otherwise as a result of the Company's failure to perform this Agreement or any provision hereof or as a result of the Company or any other person contesting the validity or reasonableness of this Agreement. Without limiting the generality of the foregoing; provided that, in regard to such matters, the Executive has if any amount is not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executivehereunder when due, including, but not limited to, any amount of salary, bonus, fees or expenses, the amount thereof shall bear interest from the due date thereof until paid in no event later than full at 10% per annum. Executive agrees that he will reimburse the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the Company for all attorneys' and related fees and expenses. In addition, no reimbursement provided for expenses received by Executive from the Company under the provisions of this Section 7.7 in the event and only to the extent that it shall be ultimately determined that the Company has not failed to comply with any expense incurred in one taxable year will affect the amount available in another taxable yearof its obligations under this Agreement, and each amount to be reimbursed hereunder shall bear interest from the right date of receipt by Executive thereof until paid to this reimbursement is not subject to liquidation or exchange for another benefitthe Company in full at 10% per annum.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. (b) Without limiting the obligations of the Company pursuant to Section 7(a) hereof, in regard to such mattersthe event a Change in Control occurs, the Executive has performance of the Company's obligations under this Section 7 shall be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party, which amounts deposited shall in the aggregate be not acted frivolously, in bad faith or with no colorable claim of success. Such less than $1,000,000 providing that the 8 9 fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs shall have the fees status of a general unsecured creditor of the Company and expensesshall have no right to, or security interest in, any assets of the Company or any Subsidiary. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit8.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided thatforegoing during the period beginning on the Effective Date and ending 10 years after the date of the Executive’s termination of employment. However, in regard to such matters, if the Executive has not acted frivolously, brings an action in bad faith faith, or with no colorable claim of success. Such fees and expenses will be paid by , the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided shall not pay for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation of Executive’s attorneys’ fees or exchange for another benefitrelated expenses.

Legal Fees and Expenses. In The Company is aware that upon the event occurrence of a Change in Control, it the Board 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 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 legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise other legal action, nor that the Executive be bound to negotiate any settlement of the Executive's rights hereunder, because the cost and expense thereof of such legal action or settlement would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if following a Change in Control occurs and 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 (including the Internal Revenue Service) takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action or proceeding designed to deny, diminish or to recover from, from the Executive the benefits provided or intended entitled to be provided to the Executive hereunder, and the Executive has complied with all of his obligations under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter providedprovided in this paragraph 14, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any Directordirector, officer officer, shareholder, or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will shall exist between the Executive and such counsel. Without respect The reasonable fees and expenses of counsel selected from time to whether time by the Executive prevails, in whole as herein above provided shall be paid or in part, in connection with any of reimbursed to the foregoing, Executive by the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. Any legal expenses incurred by the Executive Company by reason of any dispute between the parties as to enforceability of or the terms contained in connection with this Agreement, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable yearCompany, and the right Company shall not take any action to this seek reimbursement is not subject to liquidation or exchange from the Executive for another benefitsuch expenses.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by the Company as they are incurred shall be repaid to the Company. With respect to the Company’s obligations under this Section 4, the fees and expenses of counsel selected by the Executive pursuant to this Section 4 will be paid, or reimbursed to Executive if paid by Executive, but on a regular, periodic basis upon presentation by Executive to the Company of a statement or statements prepared by such counsel in accordance with its customary practices, with such payment to be made no event later than the end March 15th of the Executive's taxable year following the Executive's taxable year in which the expenses are incurred. The pendency of a claim by the Company that a claim or defense of Executive incurs is frivolous or otherwise lacking merit shall not excuse the Company from making periodic payments of legal fees and expensesexpenses until a final judgment is rendered as hereinabove provided. In additionAny failure by the Company to satisfy any of its obligations under this Section 4 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in Controlbreach of this Agreement by the Company, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counselcounsel (other than Vinson & Elkins L.L.P.), and in that connection, connection the Company and the Executive agree Exxxxxxve xxxxx that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. If the Company should prevail in any litigation regarding this Agreement, however, the Company shall not be responsible for any attorneys' and related fees and expenses incurred by Employee in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitlitigation.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company or any other person has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in Controlthis Agreement, it is the intent of the Company that the will undertake to indemnify Executive not be required to incur legal for his reasonable attorneys’ fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by such litigation or otherwise because arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyforegoing, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any The first $10,000 of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 11 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right Executive will be entitled to this reimbursement is not subject to liquidation receive any balance thereof as soon as administratively feasible after the termination of such litigation or exchange for another benefitarbitration or any settlement thereof under terms on which the Executive substantially prevails.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided thatforegoing (including, in regard to such matterswithout limitation, costs of mediation, arbitration, litigation, court fees, expert fees, witness expenses and reasonable attorneys’ fees) during the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees period beginning on the Effective Date and expenses will be paid by ending 10 years after the Company as they are incurred by the Executive, but in no event later than the end date of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit’s termination of employment.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive Employee not be required to incur the legal fees and the related expenses associated with the interpretation, enforcement of his or defense of the Executive's her rights under this Agreement by litigation or otherwise because other legal action in the cost and expense thereof would detract from event that the benefits intended to be extended to Employee is the Executive hereunderprevailing party in the dispute. Accordingly, if a Change in Control occurs and it should appear to the 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes institute any litigation or other legal action or proceeding to designed to deny, or to recover from, the Executive Employee the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementEmployee hereunder, the Company irrevocably authorizes the Executive Employee from time to time to retain counsel of the Executive's his or her choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Employee in connection with any such interpretation, the interpretation or enforcement or defenseof this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the ExecutiveEmployee's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive Employee agree that a confidential relationship will shall exist between the Executive Employee and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any Employee under this Section 18; provided, however, that Employee shall be obligated to reimburse the expense of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith Company for his or with no colorable claim of success. Such her counsel fees and related expenses will be paid by that the Company as they are incurred by has paid on Employee's behalf in the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement that Employee is not subject to liquidation or exchange for another benefit.the prevailing party in the dispute. ODD JOB STORES, INC. By: ---------------------------- Name: ----------------------- Its: -----------------------

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by the Executive was frivolous. (In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by the Executive as a result of such frivolous claim or defense shall become the Executive's sole responsibility and any funds advanced by the Company or by a Trust created to secure such payment shall be repaid.) The Company agrees to pay promptly as they are incurred incurred, to the full extent permitted by law, all legal fees and expenses which the Executive incurs as described above, 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. In addition and to the extent not already provided by the terms of any insurance policy owned by the Company, the Company hereby agrees to pay promptly 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 litigation or other legal action filed against the Executive or his estate arising out of, or in any way connected with or resulting from, actions taken or omitted to be taken by the Executive during his employment with the Company. In the event a CIC occurs, the performance of the Company's obligations under this Section 8 will be funded by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company will be a party providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 8 will be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements contemplated immediately above. The pendency of a claim by the Company that a claim or defense of the Executive's taxable year following Executive is frivolous or otherwise lacking merit shall not excuse the Executive's taxable year in which Company (or the trustee of a Trust contemplated by this Section 8) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 8 will not limit the rights of the Executive incurs hereunder. Subject to the fees foregoing, the Executive will have the status of a general unsecured creditor of the Company and expenses. In additionwill have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by the Executive was frivolous. (In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by the Executive as a result of such frivolous claim or defense shall become the Executive's sole responsibility and any funds advanced by the Company or by a Trust created to secure such payment shall be repaid.) The Company agrees to pay promptly as they are incurred incurred, to the full extent permitted by law, all legal fees and expenses which the Executive incurs as described above, 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. In addition and to the extent not already provided by the terms of any insurance policy owned by the Company, the Company hereby agrees to pay promptly 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 litigation or other legal action filed against the Executive or his estate arising out of, or in any way connected with or resulting from, actions taken or omitted to be taken by the Executive during his employment with the Company. In the event a "Change in Control" (as defined in the Prior Agreement and hereinafter referred to "CIC") occurs, the performance of the Company's obligations under this Section 8 will be funded by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company will be a party providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 8 will be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements contemplated immediately above. The pendency of a claim by the Company that a claim or defense of the Executive's taxable year following Executive is frivolous or otherwise lacking merit shall not excuse the Executive's taxable year in which Company (or the trustee of a Trust contemplated by this Section 8) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 8 will not limit the rights of the Executive incurs hereunder. Subject to the fees foregoing, the Executive will have the status of a general unsecured creditor of the Company and expenses. In additionwill have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in ControlThe Company intends that, it is the intent of the Company that except ----------------------- as set forth below, the Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive reasonably believes 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 or threatens to take any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing up to a maximum amount of $50,000 without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoingforegoing (which payments shall be made on a regular, periodic basis upon presentation to the Company of a statement or statements prepared by such counsel in accordance with its customary practices) and will pay reimburse the Executive and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses in excess of such $50,000 amount incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, foregoing thereafter if the Executive has not acted frivolously, prevails in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitconnection therewith.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company as they are incurred or by a trust created to secure such payment shall be repaid. In the Executiveevent a Change of Control occurs, but in no event later than the end performance of the ExecutiveCompany's taxable year following the Executive's taxable year obligations under this Section 5 will be funded by amounts deposited or which may be deposited in trust pursuant to certain trust agreements to which the Executive incurs Company may be a party providing that the fees and expensesexpenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In additionorder to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by the Company as they are incurred shall be repaid to the Company. With respect to the Company’s obligations under this Section 4, the fees and expenses of counsel selected by the Executive pursuant to this Section 4 will be paid, or reimbursed to Executive if paid by Executive, but on a regular, periodic basis upon presentation by Executive to the Company of a statement or statements prepared by such counsel in accordance with its customary practices, with such payment to be made no event later than the end March 15th of the Executive's taxable year following the Executive's taxable year in which the expenses are incurred. The pendency of a claim by the Company that a claim or defense of Executive incurs is frivolous or otherwise lacking merit shall not excuse the Company from making periodic payments of legal fees and expensesexpenses until a final judgment is rendered as hereinabove provided. In additionAny failure by the Company to satisfy any of its obligations under this Section 4 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefit.any Affiliate. Executive Officers

Legal Fees and Expenses. In the event of that a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement claim for payments or defense of the Executive's rights benefits under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover fromis disputed, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Corporation shall pay and be solely financially responsible for any and all reasonable attorneys' and related attorney fees and expenses incurred by the Executive in connection with any pursuing such claim, provided that the Executive is successful as to at least part of the foregoingdisputed claim by reason of litigation, arbitration or settlement. Any amount payable by the Corporation pursuant to this Section 11 will be paid as follows: (a) if the disputed claim has not been resolved (whether via litigation, arbitration, or settlement) by the end of any calendar year subsequent to the time that a claim for payment has been disputed, then the Corporation shall reimburse the Executive by no later than December 31 of the following calendar year for all reasonable attorney fees and expenses incurred by the Executive during such calendar year in pursuing such claim, provided that the Executive will be required to repay such amounts promptly to the Corporation upon the resolution of such disputed claim unless she is successful as to at least part of the disputed claim; provided thatand (b) upon resolution of the disputed claim (whether via litigation, arbitration, or settlement), the Corporation shall reimburse the Executive by no later than December 31 of the calendar year following the year in regard to which such mattersresolution occurs for all reasonable attorney fees and expenses incurred by the Executive in pursuing such claim during the calendar year in which such resolution occurs, but only if the Executive has not acted frivolouslybeen successful as to at least part of the disputed claim. Notwithstanding the foregoing, in bad faith no event will the Executive be reimbursed for any fees or with no colorable expenses under clauses (a) and (b) of the immediately prior sentence later than sixty (60) days after the disputed claim of successhas been resolved. Such The reimbursement right set forth in this Section 11 shall be limited to fees and expenses will be incurred during the Executive’s employment with the Corporation and during the ten-year period immediately thereafter. Any amount paid by the Company as they are incurred Corporation in any year under this Section 11 will not be affected by the Executive, but amount of any payment made by the Corporation pursuant to this Section 11 in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable other year, and under no circumstances will the right Executive by permitted to liquidate or exchange the benefit afforded her in this reimbursement Section 11 for cash or any other benefit. This benefit is not subject to liquidation or exchange for another benefitthe limitations set forth in Section 6(i) above.

Legal Fees and Expenses. In the event of that a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement claim for payments or defense of the Executive's rights benefits under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover fromis disputed, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Corporation shall pay and be solely financially responsible for any and all reasonable attorneys' and related attorney fees and expenses incurred by the Executive in connection with any pursuing such claim, provided that the Executive is successful as to at least part of the foregoingdisputed claim by reason of litigation, arbitration or settlement. Any amount payable by the Corporation pursuant to this Section 11 will be paid as follows: (a) if the disputed claim has not been resolved (whether via litigation, arbitration, or settlement) by the end of any calendar year subsequent to the time that a claim for payment has been disputed, then the Corporation shall reimburse the Executive by no later than December 31 of the following calendar year for all reasonable attorney fees and expenses incurred by the Executive during such calendar year in pursuing such claim, provided that the Executive will be required to repay such amounts promptly to the Corporation upon the resolution of such disputed claim unless she is successful as to at least part of the disputed claim; provided thatand (b) upon resolution of the disputed claim (whether via litigation, arbitration, or settlement), the Corporation shall reimburse the Executive by no later than December 31 of the calendar year following the year in regard to which such mattersresolution occurs for all reasonable attorney fees and expenses incurred by the Executive in pursuing such claim during the calendar year in which such resolution occurs, but only if the Executive has not acted frivolouslybeen successful as to at least part of the disputed claim. Notwithstanding the foregoing, in bad faith no event will the Executive be reimbursed for any fees or with no colorable expenses under clauses (a) and (b) of the immediately prior sentence later than sixty (60) days after the disputed claim of successhas been resolved. Such The reimbursement right set forth in this Section 11 shall be limited to fees and expenses will be incurred during the Executive's employment with the Corporation and during the ten-year period immediately thereafter. Any amount paid by the Company as they are incurred Corporation in any year under this Section 11 will not be affected by the Executive, but amount of any payment made by the Corporation pursuant to this Section 11 in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable other year, and under no circumstances will the right Executive by permitted to liquidate or exchange the benefit afforded her in this reimbursement Section 11 for cash or any other benefit. This benefit is not subject to liquidation or exchange for another benefitthe limitations set forth in Section 6(i) above.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive Employee not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's Employee ‘s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive Employee hereunder. Accordingly, if a Change in Control occurs and it should appear to the 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Employee the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementEmployee hereunder, the Company irrevocably authorizes the Executive Employee from time to time to retain counsel of the Executive's Employee’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Employee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal actionaction in regard thereto, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Employee’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive Employee agree that a confidential relationship will exist between the Executive Employee and such counsel. Without respect to whether the Executive Employee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive Employee in connection with any of the foregoing; provided that, in regard to such matters, the Executive Employee has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Employee ‘s written requests for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitmay reasonably require.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and If 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay to the Executive and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any claims made in good faith but only if, and to the extent and at the earliest date(s) that, such actions are determined to be permitted without violating Section 409A of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of successCode. Such payments will be made after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are may reasonably require. Notwithstanding the foregoing, any such reimbursement shall be for expenses incurred by during the Executive, but in ’s lifetime and shall be made no event later than the end last day of the Executive's taxable ’s tax year following the Executive's taxable tax year in which the Executive incurs the fees and expensesexpense. In addition, no event will the amount of expenses eligible for reimbursement provided for any expense incurred by the Company in one taxable year will affect the amount available of expenses eligible for reimbursement to be provided in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by the Company as they are incurred by shall be repaid to the ExecutiveCompany. With respect to the Company’s obligations under this Section 4, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right expenses of counsel selected by Executive pursuant to this reimbursement Section 4 will be paid, or reimbursed to Executive if paid by Executive, on a regular, periodic basis upon presentation by Executive to the Company of a statement or statements prepared by such counsel in accordance with its customary practices. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not subject excuse the Company from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to liquidation satisfy any of its obligations under this Section 4 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no right to, or exchange for another benefitsecurity interest in, any assets of the Company or any Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive Indemnified Party not be required to incur legal fees and the related expenses or other Expenses associated with the interpretation, enforcement or defense of the Executive's Indemnified Parties' rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive Indemnified Parties hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if a Change in Control occurs and it should appear to the Executive ENTITY 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any Indemnified Party the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementIndemnified Parties hereunder, the Company irrevocably authorizes the Executive ENTITY from time to time to retain counsel of the ExecutiveENTITY's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Indemnified Parties in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executiveeach Indemnified Party's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive each such Indemnified Party agree that a confidential relationship will shall exist between the Executive each such Indemnified Party and such counsel. Without respect to whether the Executive an Indemnified Party prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive such Indemnified Party in connection with any of the foregoing; provided thatprovided, however, that in regard to no event will the Company be financially responsible for such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such attorneys' fees and expenses will be paid if (1) a final, nonappealable determination by a court of competent jurisdiction has determined that the Losses relating to, resulting from or arising out of a Claim were related solely to, resulted solely from or arose solely out of the Indemnified Party's gross negligence, recklessness or willful misconduct, (2) the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided has previously reimbursed or indemnified ENTITY or its Affiliates for any expense incurred in one taxable year will affect the amount available in another taxable yearsuch Losses, and (3) the right Company has initiated proceedings to this reimbursement is not subject to liquidation or exchange for another benefitrecover such funds.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgement no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company as they are incurred or by a trust created to secure such payment shall be repaid. In the Executiveevent a Change of Control occurs, but in no event later than the end performance of the ExecutiveCompany's taxable year following the Executive's taxable year obligations under this Section 5 will be funded by amounts deposited or which may be deposited in trust pursuant to certain trust agreements to which the Executive incurs Company may be a party providing that the fees and expensesexpenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In additionorder to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreement, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgement is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive shall not be required to incur legal fees and the related any expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation litigation, or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter hereinafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the The Company and such counsel, the Company irrevocably consents shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within thirty (30) days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred by the Executive in connection with any such proceeding or otherwise as a result of the Company's failure to perform this Agreement or any provision hereof or as a result of the Company or any other person contesting the validity or reasonableness of this Agreement. Without limiting the generality of the foregoing; provided that, in regard to such matters, the Executive has if any amount is not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executivehereunder when due, including, but not limited to, any amount of salary, bonus, fees or expenses, the amount thereof shall bear interest from the due date thereof until paid in no event later than full at ten percent (10%) per annum. Executive agrees that he will reimburse the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the Company for all attorneys' and related fees and expenses. In addition, no reimbursement provided for expenses received by Executive from the Company under the provisions of this Section 7.7 in the event and only to the extent that it shall be ultimately determined that the Company has not failed to comply with any expense incurred in one taxable year will affect the amount available in another taxable yearof its obligations under this Agreement, and each amount to be reimbursed hereunder shall bear interest from the right date of receipt by Executive thereof until paid to this reimbursement is not subject to liquidation or exchange for another benefitthe Company in full at ten percent (10%) per annum.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by Executive at any time from the Executive Effective Date through Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date) in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by the incurred as Company as they are incurred by the Executive, but in no event later than may reasonably require; provided that Executive shall have submitted all required documentation at least 14 days before the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitexpenses were incurred.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company as they are incurred or by a Trust created to secure such payment shall be repaid. In the Executiveevent a Change of Control occurs, but in no event later than the end performance of the ExecutiveCompany's taxable year following the Executive's taxable year obligations under this Section 5 will be funded by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Executive incurs Company will be a party providing that the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.and

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses expense incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the portion of such fees and expense incurred by Executive has not acted frivolouslyas a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company or by a trust created to secure such payment shall be repaid. In the event a Change of Control occurs, the performance of the Company's obligations under this Section 5 will be funded by amounts deposited or which may be deposited in bad faith or with no colorable claim of success. Such trust pursuant to certain trust agreements to which the Company may be a party providing that the fees and expenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as they are incurred hereinabove provided. Any failure by the ExecutiveCompany to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, but in no event later than Executive will have the end status of a general unsecured creditor of the Executive's taxable year following Company and will have no right to, or security interest in, any assets of the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for Company or any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitAffiliate.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be he required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be he extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, . the Executive the benefits provided or intended to be provided to the Executive under Section 2 3(b) of this the Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by on the Executive, but in no event later than the end thirtieth day following its receipt of adequate substantiation to support payment of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitamount.

Legal Fees and Expenses. The Company is aware that the Board of Directors or a shareholder of the Company or the Company's parent 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 or the Company's parent to institute, or may institute, litigation 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 event purpose of a Change in Control, it this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise 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 his rights hereunder under threat of incurring such expenses. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action or proceeding designed to deny, diminish or to recover from, from the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, his choice at the expense of the Company as hereafter providedprovided in this paragraph 12, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; provided that, in regard Company's failure to such matters, perform this Agreement or any provision hereof or as a result of the Executive has not acted frivolously, in bad faith Company or with no colorable claim any person contesting the validity or enforceability of successthis Agreement or any provision hereof. Such fees and expenses will shall be paid or reimbursed to the Executive by the Company as they are on a regular, periodic basis, within thirty days following receipt by the Company of statements of such counsel in accordance with such counsel's customary practice. In no event shall the Executive be required to reimburse the Company for attorneys' fees or expenses previously paid on behalf of the Executive or reimbursed to the Executive, or for any attorneys' fees or expenses incurred by the Company in connection with any contest of validity or enforceability of this Agreement or any provisions hereof; provided, however, that any litigation by the Executive, but whether as plaintiff or defendant, shall be in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitgood faith.

Legal Fees and Expenses. In the event of a Change If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in Controlthis Agreement, it is the intent of the Company that the will undertake to indemnify Executive not be required to incur legal for his reasonable attorneys' fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by such litigation or otherwise because arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyforegoing, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes will in any event reimburse Executive for his reasonable attorneys' fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any The first $10,000 of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 11 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right Executive will be entitled to this reimbursement is not subject to liquidation receive any balance thereof as soon as administratively feasible after the termination of such litigation or exchange for another benefitarbitration or any settlement thereof under terms on which the Executive substantially prevails.

Legal Fees and Expenses. In the event of a Change in Control, it (a) (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, which fees shall be paid within five days of the day the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such submits to the Company an invoice from such counsel for the fees and expenses will expenses, which invoice shall be paid by the Company as they are incurred by the Executive, but in submitted no event later than five days prior to the end of the Executive's taxable year of the Executive following the Executive's taxable year in which the Executive incurs expenses were incurred so that such fees shall be paid within the fees and expenses. In addition, no reimbursement provided for any expense incurred period specified in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitTreasury Department Regulations Section 1.409A-3(i)(1)(v).

Legal Fees and Expenses. In the event of a Change in ControlThe Company intends that, it is the intent of the Company that except as set forth ----------------------- below, the Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive reasonably believes 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 or threatens to take any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing up to a maximum amount of $50,000 without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoingforegoing (which payments shall be made on a regular, periodic basis upon presentation to the Company of a statement or statements prepared by such counsel in accordance with its customary practices) and will pay reimburse the Executive and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses in excess of such $50,000 amount incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, foregoing thereafter if the Executive has not acted frivolously, prevails in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitconnection therewith.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and In the event a Change of Control occurs, the performance of the Company's obligations under this Section 5 will be funded by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company will be a party providing that connectionthe fees and expenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevailshave no right to, in whole or in partsecurity interest in, in connection with any assets of the foregoing, the Company will pay and be solely financially responsible for or any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitAffiliate.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive Advisor not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the ExecutiveAdvisor 's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive Advisor hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive Advisor 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Advisor the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementAdvisor hereunder, the Company irrevocably authorizes the Executive Advisor from time to time to retain counsel of the ExecutiveAdvisor's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Advisor in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal actionaction in regard thereto, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the ExecutiveAdvisor's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive Advisor agree that a confidential relationship will exist between the Executive Advisor and such counsel. Without respect to whether the Executive Advisor prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive Advisor in connection with any of the foregoing; provided that, in regard to such matters, the Executive Advisor has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Advisor 's written requests for payment, accompanied by such evidence of reasonable fees and expenses will be paid by incurred as the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitmay reasonably require.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the ExecutiveThe Executive shall promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the end date on which such expenses were Exhibit 10.7 incurred, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, and such reimbursements will be made within thirty business days after delivery of the Executive's taxable ’s written requests for payment. For the avoidance of doubt, (i) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the Executive's taxable calendar year in which the Executive incurs the fees applicable expense is incurred; and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and (iii) the right to this payment or reimbursement is may not subject to liquidation be liquidated or exchange exchanged for another any other benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Surviving Entity has failed to comply with any of its obligations under this Agreement or in the event that the Company Surviving Entity or any other person Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Surviving Entity irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company Surviving Entity as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company Surviving Entity or any Directordirector, officer officer, stockholder or employee of other person affiliated with the CompanySurviving Entity, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Surviving Entity and such counsel, the Company Surviving Entity irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company Surviving Entity and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company Surviving Entity will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, foregoing during the period of time beginning on a Change in regard to such matters, Control and ending 15 years after the Executive has not acted frivolously, in bad faith or with no colorable claim of successExecutive’s Separation from Service. Such payments will be made within five business days after delivery of the Executive’s written request for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are incurred by Surviving Entity may reasonably require. Notwithstanding anything herein to the contrary, the legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive, but in ’s rights under this Agreement contemplated by this Section 8 shall be made no event later than the end of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs expenses were incurred and the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will amount so reimbursed shall not affect the amount available expenses eligible for reimbursement, or in-kind benefits to be provided, in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit. .

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive shall not be required to incur any legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed failed, or is alleged to have failed, to comply with any of its obligations under this Agreement Agreement, or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter hereinafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, Company in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the The Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and shall reimburse the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within thirty (30) days after each written request therefore any and all reasonable attorneys' ’ and related fees and expenses actually incurred by the Executive in connection with any such proceeding or otherwise as a result of the foregoing; provided thatCompany’s failure to perform this Agreement or any provision hereof or as a result of the Company or any other person contesting the validity or reasonableness of this Agreement. Without limiting the generality of the forgoing, in regard to such mattersif any amount is not paid hereunder when due, including, but not limited to, any amount of Base Salary, Annual Bonus (if any), fees or expenses, the Executive has not acted frivolouslyamount thereof shall bear interest from the due date thereof until paid in full at the rate of 10% per annum; provided, in bad faith or with no colorable claim of success. Such however, that the reimbursement for fees and expenses will pursuant to this Section 2.8 shall be paid by the Company as they are incurred by the Executive, but in made no event later than the end of the Executive's taxable calendar year following the Executive's taxable calendar year in which such legal fees or expenses were incurred. This Section 2.8 shall remain in effect throughout the Executive incurs Employment Period and for a period of five (5) years following the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect termination of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitEmployment Period.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company Indemnitors that the Executive Indemnitee not be required to incur legal fees or other costs and the related expenses associated with the interpretation, enforcement or defense of the Executive's Indemnitee’s rights under this Agreement by litigation or otherwise because the cost such fees, costs and expense thereof expenses would substantially detract from the benefits intended to be extended to the Executive Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if a Change in Control occurs and it should appear to the Executive Indemnitee that the Company has Indemnitors have failed to comply with any of its obligations under this Agreement or in the event that the Company Indemnitors or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Indemnitee the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementIndemnitee hereunder, the Company Indemnitors irrevocably authorizes authorize the Executive Indemnitee from time to time to retain counsel of the Executive's Indemnitee’s choice, at the expense of the Company Indemnitors as hereafter provided, to advise and represent the Executive Indemnitee in connection with any such interpretation, enforcement or defensedefense (including, including without limitation limitation, the initiation or defense of any litigation or other legal action), whether by or against the Company Indemnitors or any Directordirector, officer officer, stockholder or employee of other person affiliated with the CompanyIndemnitors, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Indemnitors and such counsel, the Company Indemnitors irrevocably consents consent to the Executive's Indemnitee’s entering into an attorney-client relationship with such counselcounsel and, and in that connectionconnection therewith, the Company and the Executive Parties agree that a confidential relationship will exist between the Executive Indemnitee and such counsel. Without respect to whether the Executive Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company Indemnitors will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive Indemnitee in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive Registered Managing Director not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's Registered Managing Director’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive Registered Managing Director hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive Registered Managing Director 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Registered Managing Director the benefits provided or intended to be provided to the Executive Registered Managing Director under Section 2 of this the Agreement, the Company irrevocably authorizes the Executive Registered Managing Director from time to time to retain counsel of the Executive's Registered Managing Director’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Registered Managing Director in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Registered Managing Director’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive Registered Managing Director agree that a confidential relationship will exist between the Executive Registered Managing Director and such counsel. Without respect to whether the Executive Registered Managing Director prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive Registered Managing Director in connection with any of the foregoing; provided that, in regard to such matters, the Executive Registered Managing Director has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitRegistered Managing Director.

Legal Fees and Expenses. In The Company agrees to pay as incurred, to the event of a Change in Controlfull extent permitted by law, it is the intent of the Company that the Executive not be required to incur all legal fees and expenses which the related expenses associated with Executive may reasonably incur as a result of any contest by the interpretationCompany, enforcement the Executive or defense others of the Executive's rights under this Agreement by litigation validity or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyenforceability of, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with or liability or entitlement under, any provision of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 guarantee of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any performance thereof (whether such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship contest is between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that or between either of them and any third party, and including as a confidential relationship will exist between result of any contest by the Executive and 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 Code Section 7872(f)(2)(A). The Company’s obligations under this paragraph shall apply without regard to the outcome of any such counsel. Without contest; provided, however, that if such contest relates to a payment, act or omission that occurred prior to a Change of Control, then the Company’s obligations under this paragraph shall apply only if the Executive obtains any money judgment or otherwise prevails with respect to whether any such contest. This paragraph 8.3 shall be effective for the Executive prevailsperiod of time concurrent with the term of this Agreement, in whole or in partincluding extensions thereto, in connection with any and thereafter for 20 years after termination of the foregoing, this Agreement. The reimbursement by the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related of legal fees and expenses incurred by pursuant to this paragraph 8.3 that relate to a payment, act or omission that occurred prior to a Change of Control must be made on the earlier of (i) thirty days after the date the Executive submits invoices for such fees or expenses and (ii) the last day of the first taxable year of the Executive in connection with any of which (a) the foregoing; provided that, in regard to such matters, Company and the Executive has not acted frivolouslyenter into a legally binding settlement of such dispute, in bad faith (b) the Company concedes the amount is payable, or with no colorable claim (c) the Company is required to make such payment pursuant to a final and nonappealable judgment or other binding decision. The reimbursement by the Company of success. Such legal fees and expenses will pursuant to this paragraph 8.3 that relate to a payment, act or omission that occurred subsequent to a Change of Control must be paid by made on the Company as they are earlier of (i) thirty days after the date the Executive submits invoices for such fees or expenses and (ii) the last day of the calendar year following the calendar year in which such legal fee or expense was incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all Exhibit 10.4 reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the ExecutiveThe Executive shall promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the end date on which such expenses were incurred, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, and such reimbursements will be made within thirty business days after delivery of the Executive's taxable ’s written requests for payment. For the avoidance of doubt, (i) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the Executive's taxable calendar year in which the Executive incurs the fees applicable expense is incurred; and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and (iii) the right to this payment or reimbursement is may not subject to liquidation be liquidated or exchange exchanged for another any other benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's 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 will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by the Company as they are incurred shall be repaid to the Company. With respect to the Company’s obligations under this Section 4, the fees and expenses of counsel selected by the Executive pursuant to this Section 4 will be paid, or reimbursed to Executive if paid by Executive, but on a regular, periodic basis upon presentation by Executive to the Company of a statement or statements prepared by such counsel in accordance with its customary practices, with such payment to be made no event later than the end March 15th of the Executive's taxable year following the Executive's taxable year in which the expenses are incurred. The pendency of a claim by the Company that a claim or defense of Executive incurs is frivolous or otherwise lacking merit shall not excuse the Company from making periodic payments of legal fees and expensesexpenses until a final judgment is rendered as hereinabove provided. In additionAny failure by the Company to satisfy any of its obligations under this Section 4 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefit.any Affiliate. Corporate Officers

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if if, following a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in good faith in connection with any of the foregoing; provided thatprovided, in regard however, that the Company shall have no obligation hereunder to such matters, pay any attorneys' fees or related expenses with respect to any frivolous claims made by the Executive has not acted frivolously, in bad faith or with no colorable claim of successExecutive. Such fees and expenses will be paid Payments by the Company as they are incurred by the Executive, but in no event later than the end shall be made within 10 business days after receipt of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the written request for payment accompanied by such evidence of fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect expenses as the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitCompany may reasonably require.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid incurred as the Company may reasonably require. Notwithstanding the foregoing, the Company’s obligation to pay to the Executive the legal fees and expenses under this Section 7(a) is not intended to include any fees and expenses incurred in connection with the initial review of this Agreement or any related agreement by the Company as they are incurred by Executive or the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation ’s counsel or exchange for another benefitadvisers.

Legal Fees and Expenses. In the event of a Change in Controlbreach of this Agreement by the Company, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counselcounsel (other than Vinson & Elkins L.L.P.), and in that connection, connection the Company and the Executive agree Exxxxxxve xxxxx that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. If the Company should prevail in any litigation regarding this Agreement, however, the Company shall not be responsible for any attorneys and related fees and expenses incurred by Employee in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitlitigation.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if if, following a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in good faith in connection with any of the foregoing; provided thatprovided, however, that the Company shall have no obligation hereunder to pay any attorneys' fees or related expenses with respect to any frivolous claims made by the Executive. Payments by the Company shall be made in regard to such mattersaccordance with the rules immediately below, upon written request of the Executive has not acted frivolously, in bad faith or with no colorable claim which must be accompanied by such evidence of success. Such eligible fees and expenses will be paid by as the Company may reasonably require. The Company shall administer such reimbursements consistent with the following additional requirements as they are incurred by the Executive, but set forth in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expensesTreas. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.Reg. § 1.409A-3(i)(1)(iv):

Legal Fees and Expenses. In the event of a Change in ControlThe Company intends that, it is the intent of the Company that except as ----------------------- set forth below, the Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive reasonably believes 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 or threatens to take any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing up to a maximum amount of $50,000 without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoingforegoing (which payments shall be made on a regular, periodic basis upon presentation to the Company of a statement or statements prepared by such counsel in accordance with its customary practices) and will pay reimburse the Executive and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses in excess of such $50,000 amount incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, foregoing thereafter if the Executive has not acted frivolously, prevails in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitconnection therewith.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive Counsel not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's Counsel ‘s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive Counsel hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive Counsel 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Counsel the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementCounsel hereunder, the Company irrevocably authorizes the Executive Counsel from time to time to retain counsel of the Executive's Counsel’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Counsel in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal actionaction in regard thereto, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Counsel’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive Counsel agree that a confidential relationship will exist between the Executive Counsel and such counsel. Without respect to whether the Executive Counsel prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive Counsel in connection with any of the foregoing; provided that, in regard to such matters, the Executive Counsel has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Counsel ‘s written requests for payment, accompanied by such evidence of reasonable fees and expenses will be paid by incurred as the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitmay reasonably require.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by the incurred as Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitmay reasonably require.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of Executive’s employment on or after a Change in Control. Accordingly, if a Change in Control occurs and 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 or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to Executive’s rights or obligations upon or following a termination of this AgreementExecutive’s employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by Executive attributable to such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by Company with respect to the Executive, same shall be promptly returned to Company by Executive without interest. Any reimbursement of attorneys’ fees and related expenses required under this Section 7.12 shall be made by Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to Company (but in no any event not later than the end close of the Executive's ’s taxable year following the Executive's taxable year in which the fee or expense is incurred by Executive); provided, however, that, upon Executive’s termination of employment with Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Executive’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Executive incurs the for such fees and expenses. In addition, no reimbursement provided for any expense disbursements incurred in one taxable year will affect after the amount available in another taxable year, and later of (a) Executive’s death or (a) the right to this reimbursement date that is not subject to liquidation or exchange for another benefitten years after the date of Executive’s termination of employment with Company.