Common use of Additional Provisions Relating to Termination Clause in Contracts

Additional Provisions Relating to Termination. (a) The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses. (b) The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The If the Executive’s Termination occurs during the Employment Period, then, subject to the terms and conditions of this Agreement, during the period beginning on the date of delivery of a notice of Termination, and ending on the date of Termination, the Executive shall continue to perform the duties as an employee, and shall also perform such services for the Company is aware that as are necessary and appropriate for a smooth transition to the Board Executive’s successor, if any. Notwithstanding the foregoing provisions of Directors or shareholders of this paragraph, the Company may then cause suspend the Executive from performing duties as an employee following the delivery of a notice of Termination providing for the Executive’s resignation, or attempt to cause delivery by the Company of a notice of Termination providing for the Executive’s termination of employment for any reason; provided, however, that during the period of suspension (which shall end on the Executive’s date of Termination), the Executive shall continue to refuse to comply with its obligations under this Contract, or may cause or attempt to cause be treated as employed by the Company for other purposes, and the Executive’s rights to institutecompensation or benefits shall not be reduced by reason of the suspension. The Executive agrees that, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive for a reasonable period after the benefits intended under this Contract. In these circumstancesExecutive’s Termination, the purpose of this Contract could be frustrated. It is the intent of Executive will assist the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change all Company-Related Entities in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or claims that may be made against the Company or any directorCompany-Related Entity, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between and will assist the Company and such counsel, any Company-Related Entity in the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00. Any legal expenses incurred by the Company by reason prosecution of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall claims that may be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses. (b) The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. (c) Any purported termination made by the Company or by Executive shall be communicated by written Notice of Termination any Company-Related Entity, to the other party hereto in accordance with Section 22 hereofextent that such claims may relate to services performed by the Executive for the Company or any such Company-Related Entity. For purposes The Executive agrees to promptly inform the Company if the Executive becomes aware of this Contract, a "Notice of Termination" shall mean a notice which shall indicate any lawsuits involving such claims that may be filed against the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed Company or any Company-Related Entity. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses. The Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if asked to assist in any investigation of the Company or any Company-Related Entity (or their actions) that may relate to services performed by the Executive for the Company or any Company-Related Entity, regardless of whether a basis for termination of his employment under lawsuit has then been filed against the provision so indicated. For purposes of this Contract, no Company or any Company-Related Entity with respect to such purported termination shall be effective without such Notice of Terminationinvestigation.

Additional Provisions Relating to Termination. (a) During the period beginning on the date of delivery of a Notice of Termination and ending on the Date of Termination, Executive shall continue to perform his duties hereunder, and shall also perform such services for the Company and the Employer as are necessary and appropriate for a smooth transition to Executive’s successor, if any; provided, however, that the Company or the Employer may suspend Executive from performing such duties and services following the delivery of a Notice of Termination and during the period of any such suspension (which shall end on the Date of Termination), Executive shall continue to be treated as employed by the Employer for other purposes, and Executive’s rights to compensation or benefits hereunder shall not be affected by such suspension. (b) Executive agrees that, for a reasonable period after Executive’s termination of employment, Executive will assist the Company, its subsidiaries, the Covered Entities and all other direct or indirect investors in the Company in defense of any claims that may be made against any of them, to the extent that such claims may relate to services performed by Executive for any of them in connection with the Company. Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits involving such claims that may be filed against the Company, any of its subsidiaries, any of the Covered Entities or any other direct or indirect investor in the Company. The Company is aware that agrees to provide legal counsel to Executive in connection with such assistance (to the Board of Directors or shareholders extent legally permitted), to provide separate counsel for Executive in any situation where the Company’s counsel cannot effectively represent Executive without violation of the Company may then cause applicable canons of ethics relating to conflicts of interest, and to reimburse Executive for all of Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses. The Employer agrees to provide (or attempt to cause the Company to refuse provide) reasonable compensation to comply with its obligations under this ContractExecutive for such assistance at a per diem rate equal to $10,000 per day provided that the Executive provides at least eight hours of assistance on any such day and a pro-rated portion of such amount where the Executive provides less than eight hours of assistance on any such day based on the actual number of hours and partial hours of assistance provided by the Executive on such day. Executive also agrees to the extent not otherwise prohibited by law, or may cause or attempt to cause promptly inform the Company if asked to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, assist in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility investigation of the Company, and any of its subsidiaries, any of the Covered Entities or any other direct or indirect investors in the Company shall not take any action (or their actions) that may relate to seek reimbursement from services performed by Executive for any of them, regardless of whether a lawsuit has then been filed against any of them with respect to such expensesinvestigation. (b) The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) a. The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive Executive, hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection Section 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove herein above provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.0050,000 and any out of pocket expenses. The $50,000.00 shall be paid to Executive's choice on Notice of Legal Action against the Company. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses. (b) b. The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. (c) c. Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The Company is aware that it is possible that the Board of Directors or shareholders of the Company may then at some time in the future cause or attempt to cause the Company (i) to fail or refuse to comply with its obligations under this ContractAgreement, or may cause or attempt (ii) to cause the Company to institute, or may institute litigation seeking to have this Contract Agreement declared unenforceable, unenforceable or may take or attempt (iii) to take action to deny Executive the benefits intended under by this ContractAgreement. In these circumstancesany such circumstance, the purpose parties acknowledge and agree that the purposes of this Contract could Agreement would be frustrated. It is the Company's intent of the Company that Executive not neither be required to incur the any costs or expenses associated with the enforcement of his rights under this Contract Agreement by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunderunder this Agreement, because the cost costs and expense expenses of any such legal action or settlement would substantially detract from the benefits intended to be extended provided to Executive hereunderunder this Agreement. Accordingly, if following a change in control, if it should appear to Executive that (x) the Company has failed or refused to comply with any of its obligations under this Contract Agreement whatsoever, (y) any person institutes litigation seeking to have this Agreement declared unenforceable or in the event that the Company or (z) any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the any benefits entitled intended to be provided or provided to Executive hereunderby this Agreement, and that Executive has complied with all of his material obligations under the terms of this ContractAgreement, the Company irrevocably authorizes Executive from time to time to retain legal counsel of his choice, at the sole cost and expense of the Company Company, as provided in this Subsection 15(aSection 12(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, shareholder or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of such legal counsel selected by Executive from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, regular periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practicescounsel, up to a maximum aggregate amount of $50,000.00250,000. Any legal costs and expenses incurred by the Company by reason of any dispute between the parties as with respect to enforceability of or the terms contained in any dispute related to this ContractAgreement, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek payment or reimbursement from Executive (or his estate) for any such costs and expenses. (b) The amounts payable to Executive upon any termination or expiration of this Agreement shall be considered severance pay in consideration of past services rendered on behalf of the Company and his continued service from the Effective Date of this Agreement to the date he becomes entitled to such payments, and the parties acknowledge and agree that all such compensation constitutes wage payments under the Indiana Wage Payment Statute. Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually receive compensation from any such other employment, the payments required under this Contract Agreement shall not be treated as damages but as severance compensation to which Executive is entitled reduced or offset by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employmentcompensation. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive Consultant the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive Consultant not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive Consultant that the Company has failed to comply with any of its obligations under this Contract or of in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive Consultant the benefits entitled to be provided to Executive Consultant, hereunder, and that Executive Consultant has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive Consultant from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive Consultant in connection with the initiation initation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive Consultant entering into an attorney-attorney- client relationship with such counsel, and in that connection the Company and Executive Consultant agree that a confidential relationship shall exist between Executive Consultant and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Consultant as hereinabove herein above provided shall be paid or reimbursed to Executive Consultant by the Company on a regular, periodic basis upon presentation by Executive Consultant of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.0050,000. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive Consultant for such expenses. (b) The amounts payable to Executive Consultant under this Contract shall not be treated as damages but as severance compensation to which Executive Consultant is entitled by reason of termination of his employment services in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive Consultant of any amounts earned by Executive Consultant in other employment services after termination of his employment services with the Company, or any amounts which might have been earned by Executive Consultant in other employment services had he sought such other employmentservices. (c) Any purported termination by the Company or by Executive Consultant shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment services under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The Company is aware that upon the occurrence of a change in control the Board of Directors or shareholders a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if control it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove herein above provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00500,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses. (b) The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The Company is aware that upon the occurrence of a change in control the Board of Directors or shareholders a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if control it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00500,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses. (b) The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of o f his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. Executive shall have no duty or obligation to mitigate the compensation due to him under this Contract. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) a. The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive Consultant the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive Consultant not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive Consultant that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive Consultant the benefits entitled to be provided to Executive Consultant, hereunder, and that Executive Consultant has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive Consultant from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(aSection 14(a), to represent Executive Consultant in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive Consultant entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive Consultant agree that a confidential relationship shall exist between Executive Consultant and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive Consultant as hereinabove herein above provided shall be paid or reimbursed to Executive Consultant by the Company on a regular, periodic basis upon presentation by Executive Consultant of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.0050,000 and any out of pocket expenses. The $50,000.00 shall be paid to Consultant's choice on Notice of Legal Action against the Company. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive Consultant for such expenses. (b) b. The amounts payable to Executive Consultant under this Contract shall not be treated as damages but as severance compensation to which Executive Consultant is entitled by reason of termination of his employment services in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive Consultant of any amounts earned by Executive Consultant in other employment services after termination of his employment services with the Company, or any amounts which might have been earned by Executive Consultant in other employment services had he sought such other employmentservices. (c) c. Any purported termination by the Company or by Executive Consultant shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 21 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment services under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or of in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive Executive, hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel counsel, in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses. (b) The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The Company is aware that the Board of Directors or shareholders of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Contract, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Contract declared unenforceable, or may take or attempt to take action to deny Executive the benefits intended under this Contract. In these circumstances, the purpose of this Contract could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of his rights under this Contract by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunder, because the cost and expense of such legal action or settlement would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, if following a change in control, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Contract or in the event that the Company or any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the benefits entitled to be provided to Executive hereunder, and that Executive has complied with all of his obligations under this Contract, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as provided in this Subsection 15(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $50,000.00250,000.00. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of or the terms contained in this Contract, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from Executive for such expenses. (b) The amounts payable to Executive under this Contract shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employment. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.

Additional Provisions Relating to Termination. (a) The Company is aware that it is possible that the Board of Directors or shareholders of the Company may then at some time in the future cause or attempt to cause the Company (i) to fail or refuse to comply with its obligations under this ContractAgreement, or may cause or attempt (ii) to cause the Company to institute, or may institute litigation seeking to have this Contract Agreement declared unenforceable, unenforceable or may take or attempt (iii) to take action to deny Executive the benefits intended under by this ContractAgreement. In these circumstancesany such circumstance, the purpose parties acknowledge and agree that the purposes of this Contract could Agreement would be frustrated. It is the Company's intent of the Company that Executive not neither be required to incur the any costs or expenses associated with the enforcement of his rights under this Contract Agreement by litigation or other legal action, nor be bound to negotiate any settlement of his rights hereunderunder this Agreement, because the cost costs and expense expenses of any such legal action or settlement would substantially detract from the benefits intended to be extended provided to Executive hereunderunder this Agreement. Accordingly, if following a change in control, if it should appear to Executive that (x) the Company has failed or refused to comply with any of its obligations under this Contract Agreement whatsoever, (y) any person institutes litigation seeking to have this Agreement declared unenforceable or in the event that the Company or (z) any other person takes any action to declare this Contract void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from Executive the any benefits entitled intended to be provided or provided to Executive hereunderby this Agreement, and that Executive has complied with all of his material obligations under the terms of this ContractAgreement, the Company irrevocably authorizes Executive from time to time to retain legal counsel of his choice, at the sole cost and expense of the Company Company, as provided in this Subsection 15(aSection 12(a), to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any director, officer, shareholder, shareholder or 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 Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of such legal counsel selected by Executive from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, regular periodic basis upon presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practicescounsel, up to a maximum aggregate amount of $50,000.00500,000. Any legal costs and expenses incurred by the Company by reason of any dispute between the parties as with respect to enforceability of or the terms contained in any dispute related to this ContractAgreement, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek payment or reimbursement from Executive (or his estate) for any such costs and expenses. (b) The amounts payable to Executive upon any termination or expiration of this Agreement shall be considered severance pay in consideration of past services rendered on behalf of the Company and his continued service from the Effective Date of this Agreement to the date he becomes entitled to such payments, and the parties acknowledge and agree that all such compensation constitutes wage payments under the Indiana Wage Payment Statute. Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually receive compensation from any such other employment, the payments required under this Contract Agreement shall not be treated as damages but as severance compensation to which Executive is entitled reduced or offset by reason of termination of his employment in the circumstances contemplated by this Contract. The Company shall not be entitled to set off against the amounts payable to Executive of any amounts earned by Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by Executive in other employment had he sought such other employmentcompensation. (c) Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 22 hereof. For purposes of this Contract, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Contract relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his employment under the provision so indicated. For purposes of this Contract, no such purported termination shall be effective without such Notice of Termination.