Common use of Full Settlement Clause in Contracts

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-offsetoff, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date Effective Date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus InterestInterest (based on the rate in effect as of the date such legal fees and expenses were incurred). In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, provided that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. Subject to full compliance by the Company with all of its obligations under this Agreement, this Agreement shall be deemed to constitute the settlement of such claims as the Executive might otherwise be entitled to assert against the Company by reason of the termination of the Executive’s employment for any reason during the Employment Period. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Dateincurred, to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur prior to the tenth anniversary of the end of the Employment Period as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including thereof. Except as a result of any contest specifically permitted by Section 409A, the legal fees provided to the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in during any given calendar year shall not affect the legal fees and expenses that to be provided to the Company is obligated to pay Executive under this Section 8 in any other calendar year, year and the Executive’s right to have the Company pay such legal fees and expenses may cannot be liquidated or exchanged for any other benefit, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, reimbursement payments for legal fees shall be made to the Executive as promptly as practicable following the date that the applicable expense is incurred, but in any event not later than the last day of the calendar year following the calendar year in which the underlying fee is incurred, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense defense, or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date Effective Date of this Agreement through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus 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 (“Interest”). In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 6 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; , provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments payment provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date Change of this Agreement Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective DateChange of Control), to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interestin each case Interest determined as of the date such legal fees and expenses were incurred. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; , provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense defense, or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date Effective Date of this Agreement through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date, ) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus plus, in each case, Interest. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 7 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; , provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The payments and benefits provided for in this Agreement upon termination of the Executive’s employment are in full settlement of any and all claims by the Executive known as of the date hereof with respect to the circumstances of such termination of the Executive’s employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense defense, or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 ten (10) days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) (each a “Contest”), plus plus, in each case, Interest; provided, that, in the case of a Contest initiated by the Executive, the Executive shall have commenced any legal action (whether or not including litigation) within eighteen (18) months of the Date of Termination; and provided, further, that in the event the resolution of any such Contest includes a finding denying, in total, the Executive’s claims in such Contest, the Executive shall be required to reimburse the Company, over a period of twelve (12) months from the date of such resolution, for all sums advanced to the Executive pursuant to this Section 7. In order to comply with Section 409A of the Code, (i) in no event shall the payments by the Company under this Section 8 7 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 ten (10) business days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The ; (ii) the amount of such any legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, ; and (iii) the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from or reimburse the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full fullest extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with in each case interest on any delayed payment at the applicable Federal rate provided for in Section 409A 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), in no event shall each case, provided that, the payments by Executive prevails on any substantive issue in such proceeding. To the extent that any such reimbursement does not qualify for exclusion from Federal income taxation, the Company under will make the reimbursement only if the Executive incurs the corresponding expense during the term of this Section 8 be made Agreement or the period of two years thereafter and submits the request for reimbursement no later than two months prior to the end last day of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, the expense was incurred so that the Executive shall have submitted an invoice for such fees and expenses at least 10 days Company can make the reimbursement on or before the end last day of the calendar year next following the calendar year in which such fees and expenses were the expense was incurred. The ; the amount of expenses eligible for such legal fees and expenses that the Company is obligated to pay in any given reimbursement during a calendar year shall will not affect the legal fees and amount of expenses that the Company is obligated to pay eligible for such reimbursement in any other another calendar year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company. However, in the event the Executive is a “specified employee” on the Executive’s right to have Date of Termination (as determined by the Company pay in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s “separation from service”), and to the extent that any portion of such legal fees and expenses may not be liquidated reimbursements or exchanged for any other benefitpayments due to the Executive were triggered by the Executive’s “separation from service,” then to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code, such reimbursements or other payments shall be paid no earlier than the date that is six months after the date of such “separation from service” (if the Executive dies after the Executive’s separation from service but before such reimbursements or payments have been made, such reimbursements or payments will be paid to the Executive’s estate in a lump sum without regard to any six-month delay that otherwise applies to specified employees). For purposes of this Agreement, “specified employee” shall be defined as provided in Section 409A(a)(2)(B)(i) of the Code, “specified employee identification date” shall be defined as provided in Treasury Regulation §1.409A-1(i), and “separation from service” shall be defined as provided in Section 409A(a)(2)(A)(i) of the Code.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Dateincurred, to the full fullest extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with in each case interest on any delayed payment at the applicable Federal rate provided for in Section 409A 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that any such reimbursement does not qualify for exclusion from Federal income taxation, in no event shall the payments by the Company under will make the reimbursement only if the Executive incurs the corresponding expense during the term of this Section 8 be made Agreement or the period of two years thereafter and submits the request for reimbursement no later than two months prior to the end last day of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, the expense was incurred so that the Executive shall have submitted an invoice for such fees and expenses at least 10 days Company can make the reimbursement on or before the end last day of the calendar year next following the calendar year in which such fees and expenses were the expense was incurred. The ; the amount of expenses eligible for such legal fees and expenses that the Company is obligated to pay in any given reimbursement during a calendar year shall will not affect the legal fees and amount of expenses that the Company is obligated to pay eligible for such reimbursement in any other another calendar year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company. However, in the event the Executive is a “specified employee” on the Executive’s right to have Date of Termination (as determined by the Company pay in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s “separation from service”), and to the extent that any portion of such legal fees reimbursements relate to expenses that were triggered by the Executive’s “separation from service,” such reimbursements shall be paid no earlier than the date that is six months after the date of such “separation from service” (if the Executive dies after the Executive’s Termination Date but before such reimbursements have been made, such reimbursements will be paid to the Executive’s estate in a lump sum without regard to any six-month delay that otherwise applies to specified employees). For purposes of this Agreement, “specified employee” shall be defined as provided in Section 409A(a)(2)(B)(i) of the Code, “specified employee identification date” shall be defined as provided in Treasury Regulation §1.409A-1(i), and expenses may not “separation from service” shall be liquidated or exchanged for any other benefitdefined as provided in Section 409A(a)(2)(A)(i) of the Code.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 30 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement Effective Date through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest by either party (regardless of including, as the outcome thereof) by case may be, the Company, any of its affiliates or their respective predecessors, successors or assigns, or the Executive Executive, his estate, beneficiaries or others their respective successors and assigns) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code, plus Interestif the Executive prevails on any material claim made by him, and disputed by the Company under the terms of this Agreement. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 6 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; , provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 30 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Dateincurred, to the full fullest extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with in each case interest on any delayed payment at the applicable Federal rate provided for in Section 409A 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that any such reimbursement does not qualify for exclusion from Federal income taxation, in no event shall the payments by the Company under will make the reimbursement only if the Executive incurs the corresponding expense during the term of this Section 8 be made Agreement or the period of two years thereafter and submits the request for reimbursement no later than two months prior to the end last day of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, the expense was incurred so that the Executive shall have submitted an invoice for such fees and expenses at least 10 days Company can make the reimbursement on or before the end last day of the calendar year next following the calendar year in which such fees and expenses were the expense was incurred. The ; the amount of expenses eligible for such legal fees and expenses that the Company is obligated to pay in any given reimbursement during a calendar year shall will not affect the legal fees and amount of expenses that the Company is obligated to pay eligible for such reimbursement in any other another calendar year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company. However, in the event the Executive is a “specified employee” on the Executive’s right to have Date of Termination (as determined by the Company pay in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s “separation from service”), and to the extent that any portion of such legal fees and reimbursements relate to expenses may not that were triggered by the Executive’s “separation from service,” such reimbursements shall be liquidated or exchanged for paid no earlier than the date that is six months after the date of such “separation from service” (if the Executive dies after the Executive’s Date of Termination but before such reimbursements have been made, such reimbursements will be paid to the Executive’s estate in a lump sum without regard to any other benefitsix-month delay that otherwise applies to specified employees).

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-offsetoff, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), ) at any time from the date Effective Date of this Agreement through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case Interest. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; , provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupmentrecoupment (other than pursuant to any clawback or recoupment policy approved by the Human Capital Committee of the Board and applicable to executive officers generally), defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest claim (regardless of the outcome thereof) pursued or defended against in good faith by the Company, Executive that is initiated by the Executive or others a third party on or before the seventh (7th) anniversary of the Change in Control regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement)) from and after a Change in Control, plus Interestin each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 7 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Furthermore, the Executive shall be entitled to receive from the Company payment in respect of all direct and indirect damages as a result of any material breach by the Company of this Agreement. From the date hereof until the 20th anniversary of the later of (i) the Date of Termination and (ii) the date of the Executive’s death, the Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Dateincurred, to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, or breach by the Company of, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with in each case interest on any delayed payment at the applicable Federal rate provided for in Section 409A 7872(f)(2)(A) of the Code; provided, in no event however, that payment of legal fees and/or expenses shall not be provided to the payments by the Company under this Section 8 be made Executive later than the end last day of the calendar year next following the second calendar year in which such the relevant fees and or expenses were incurred; provided, further, that the Executive shall have submitted an invoice for such amount of any legal fees and and/or expenses at least 10 days before paid by the end Company on behalf of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given Executive during a calendar year shall not affect the any legal fees and and/or expenses that to be paid by the Company is obligated to pay on behalf of the Executive in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced as a result of a mitigation duty whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following In addition, the Company’s receipt obligation to make any severance payment provided for herein shall not be subject to set-off, counterclaim or recoupment of an invoice from amounts owed by the Executive), at any time from Executive to the date of Company or its Affiliates under this Agreement through or otherwise. To the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by applicable law, the Company shall pay directly to the Executive all reasonable legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest incurred by the Executive about in connection with the amount negotiation and preparation of any payment pursuant to this Agreement), plus Interestand the Company shall promptly reimburse the Executive for all legal costs and expenses reasonably incurred (and documented in invoices) in connection with any dispute under this Agreement; provided, however, that Executive shall be obligated to repay any such reimbursements unless the Executive prevails in such dispute on at least one material issue. In order to comply with Section 409A of the Code409A, in no event shall the payments by the Company under this Section 8 6 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; , provided, that the Executive shall have not be entitled to reimbursement unless he has submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit. In addition, the Company shall indemnify and hold the Executive, harmless on an after-tax basis, for any income tax, and all other applicable taxes imposed as a result of the Company’s payment of any legal fees contemplated herein in connection with the preparation and negotiation of this Agreement. Any tax gross-up payment pursuant to the immediately preceding sentence shall be made by the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective DateChange in Control), to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) pursued or defended against in good faith by the Company, the Executive or others of regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement)) from and after a Change in Control, plus Interestin each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 7 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. (a) The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Dateincurred, to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with Section 409A in each case interest on any delayed payment at the applicable Federal rate provided for in section 7872(f)(2)(A) of the Code. If, however, following the conclusion of such contest, the court before whom such contest was held determines that under the circumstances it was unjust for the Company to have paid all or any part of the legal fees and expenses of the Executive pursuant to the immediately preceding sentence, the Executive shall repay any such payments to the Company in no event accordance with the order of the court. (b) The right of the Executive (including the estate of the Executive) to amounts under this Section 8 shall continue during the payments life of the Executive (and the life of any beneficiary claiming with respect to the Executive by reason of this Section 8). Payment by the Company under this Section 8 shall be made promptly after the Executive submits reasonable evidence of his having incurred the amounts subject to payment, provided that the Executive shall be required to provide such evidence no later than October 31 of the calendar year following the year in which such expenses are incurred (or such later date permitted by the Company that is not later than the end of the calendar year next following the calendar year in which such fees expenses are incurred), and expenses were incurred; provided, that shall be paid by the Executive shall have submitted an invoice for such fees and expenses at least 10 days before Company not later than the end last day of the calendar year next following the calendar year in which such fees and expenses were are incurred. The amount foregoing provisions of such legal fees this Section (b) are intended to conform the payments under this Section 8 to the requirements of Code section 409A, and expenses that shall not be construed to permit delay by the Company is obligated to pay of payment of amounts due earlier in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay accordance with in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefitthis Section 8. 9.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Dateincurred, to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with in each case interest on any delayed payment at the applicable Federal rate provided for in Section 409A 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that (a) the payment or reimbursement of a fee or expense, and any related interest, pursuant to this Section 8 shall be provided not later than the calendar year following the calendar year in no event shall which the payments by fee or expense was incurred, (b) the amount of fees and expenses eligible for payment or reimbursement during any calendar year may not affect the amount of fees and expenses eligible for payment or reimbursement in any other calendar year, (c) the right to payment or reimbursement under this Section 8 is not subject to liquidation or exchange for another benefit and (d) the obligation of the Company under this Section 8 be made later than shall survive the end termination of this Agreement for any reason and shall remain in effect until the applicable statute of limitations has expired with respect to any contest (regardless of the calendar year next following outcome thereof) by the calendar year in which such fees and expenses were incurred; providedCompany, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end or others of the calendar year next following validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the calendar year in which such fees and expenses were incurred. The Executive about the amount of such legal fees and expenses that the Company is obligated any payment pursuant to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefitthis Agreement).

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall 10 not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective DateChange in Control), to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) pursued or defended against in good faith by the Company, the Executive or others of regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement)) from and after a Change in Control, plus Interestin each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 7 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced as a result of a mitigation duty whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following In addition, the Company’s receipt obligation to make any severance payment provided for herein shall not be subject to set-off, counterclaim or recoupment of an invoice from amounts owed by the Executive), at any time from Executive to the date of Company or its Affiliates under this Agreement through or otherwise. To the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by applicable law, the Company shall pay directly to the Executive all reasonable legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest incurred by the Executive about in connection with the amount negotiation and preparation of any payment pursuant to this Agreement), plus Interestand the Company shall promptly reimburse the Executive for all legal costs and expenses reasonably incurred (and documented in invoices) in connection with any dispute under this Agreement; provided , however , that Executive shall be obligated to repay any such reimbursements unless the Executive prevails in such dispute on at least one material issue. In order to comply with Section 409A of the Code409A, in no event shall the payments by the Company under this Section 8 6 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, provided , that the Executive shall have not be entitled to reimbursement unless he has submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit. In addition, the Company shall indemnify and hold the Executive, harmless on an after-tax basis, for any income tax, and all other applicable taxes imposed as a result of the Company’s payment of any legal fees contemplated herein in connection with the preparation and negotiation of this Agreement. Any tax gross-up payment pursuant to the immediately preceding sentence shall be made by the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective DateChange in Control), to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) pursued or defended against in good faith by the Company, the Executive or others of regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement)) from and after a Change in Control, plus Interestin each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 6 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall sha11 not be affected by any set-offsetoff, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall sha11 the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s 's receipt of an invoice from the Executive), at any time from the date Effective Date of this Agreement through the Executive’s 's remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus InterestInterest (based on the rate in effect as of the date such legal fees and expenses were incurred). In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 IO days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s 's right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense defense, or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus plus, in each case, interest at the applicable federal rate provided for in Section 7872(f)(2)(A) (“Interest. In order to comply with Section 409A ”) of the Internal Revenue Code of 1986, as amended (the “Code”), in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted 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. The amount of ; provided, however, that Executive shall be required to repay any such legal fees and expenses that amounts to the Company is obligated to pay if a court of competent jurisdiction issues a final and non-appealable ruling that Executive has brought or defended such contest in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefitbad faith.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense defense, or other claim, right or action which that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees In the event the Executive incurs legal fees and expenses disputing in good faith any issue hereunder relating to pay as incurred (within 10 days following the Company’s receipt termination of an invoice from the Executive)'s employment, at seeking in good faith to obtain or enforce any time from the date of benefit or right provided by this Agreement through or in connection with any tax audit or proceeding to the Executive’s remaining lifetime or, if longer, through extent attributable to the 20th anniversary application of section 4999 of the Effective DateCode to any payment or benefit provided hereunder, the Company shall pay to the full extent permitted by law, Executive all legal fees and expenses that the Executive may reasonably incur as a result of any contest expenses. Such payments shall be made within thirty (regardless 30) days after delivery of the outcome thereof) by Executive's written requests for payment accompanied with such evidence of fees and expenses incurred as the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus Interest. In order to comply with Section 409A of the Code, Company reasonably may require but in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were the expense was incurred; provided. Notwithstanding the above, in the event that the Executive does not prevail on such good faith claim, the Executive shall have submitted an invoice for return to the Company any amounts reimbursed pursuant to this Section 7 within thirty (30) days following the final resolution of such fees and expenses at least 10 days before dispute. In no event shall the end of the amounts reimbursed pursuant to this Section 7 in one calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay amounts eligible for reimbursement in any other calendar year, year and the Executive’s 's right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s 's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-offsetoff, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s 's receipt of an invoice from the Executive), at any time from the date Effective Date of this Agreement through the Executive’s 's remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus InterestInterest (based on the rate in effect as of the date such legal fees and expenses were incurred). In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, provided that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s 's right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The CompanyCorporation’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-offcircumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other claim, right or action which the Company Corporation may have against the Executive or others or by any amounts received by Executive from others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement Agreement, and except as specifically provided in Sections 5(a)(ii) or 8, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company Subject to the provisions of Section 9, the Corporation agrees to pay as incurred (within 10 ten days following the CompanyCorporation’s receipt of an invoice from the Executive), at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20th anniversary of the Effective Date, to the full extent permitted by law, all legal fees and expenses that which the Executive may reasonably incur at any time from the Change of Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change of Control) as a result of any contest (regardless of the outcome thereof) by the CompanyCorporation, the Executive or others of the validity or enforceability of, or liability under, under any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by thereof, in each case plus interest, compounded monthly, on the Executive about the total unpaid amount of any payment pursuant determined to be payable under this Agreement), plus Interest. In order such interest to comply with Section 409A be calculated on the basis of the Code, “Prime Rate” as reported in no event shall the Wall Street Journal determined as of the date such legal fees and expenses were incurred plus 5%. Any payments by the Company under related to reimbursements for legal fees and expenses in accordance with this Section 8 7 shall be made later than before the end of the calendar Executive’s taxable year next following the calendar taxable year in which such fees and expenses were incurred; are incurred by the Executive, provided, however, that the Executive shall have submitted 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. The amount of such legal fees and expenses that the Company Corporation is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company Corporation is obligated to pay in any other calendar year, and the Executive’s right to have the Company Corporation pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or any of its affiliates may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 14 days following the Company’s receipt of an invoice from the Executive), subject to Section 22 of this Agreement) at any time from the date of this Agreement Effective Date through the Executive’s remaining lifetime lifetime, (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses that which the Executive (or his heirs or legal representatives) may reasonably incur as a result of any contest by either Party (regardless of including, as the outcome thereof) by case may be, the Company, any of its affiliates or their respective predecessors, successors or assigns, or the Executive Executive, his estate, beneficiaries or others their respective successors and assigns) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code, plus Interestif the Executive prevails on any material claim made by him, and disputed by the Company under the terms of this Agreement. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 8 7 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 20 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.