Common use of Attorneys’ Fees in the Event of a Change in Control Clause in Contracts

Attorneys’ Fees in the Event of a Change in Control. The Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs, it appears to the Executive that (i) the Employer has failed to comply with any or its obligations under this Agreement, or (ii) the Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Employer irrevocably authorizes the Executive from time to time to retain counsel of Executive’s choice, at Employer’s expense as provided in this subparagraph, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Employer or any director, officer, stockholder or other person affiliated with the Employer, in any jurisdiction. Notwithstanding any existing or previous attorney-client relationship between the Employer and any counsel chosen by the Executive under this subparagraph, the Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Executive and Employer agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by Executive as provided in this section shall be paid or reimbursed to the Executive by the Employer on a regular periodic basis upon presentation by the Executive or a statement or statements prepared by such counsel in accordance with such counsel’s customary practices up to a maximum aggregate amount of fifty thousand dollars ($50,000), whether suit be brought or not, and whether or not incurred in trial, bankruptcy or appellate proceedings. The Employer’s obligation to pay Executive’s legal tees provided by this subparagraph operate separately from and in addition to any legal fees reimbursement obligation the Employer may have with the Executive under any separate employment, severance or other Agreement between the Executive and the Employer. Despite any contrary provision within this Agreement, however, the Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)] and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

Attorneys’ Fees in the Event of a Change in Control. The Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs, it appears to the Executive that (i) the Employer has failed to comply with any or of its obligations under this Agreement, or (ii) the Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Employer irrevocably authorizes the Executive from time to time to retain counsel of Executive’s choice, at Employer’s expense as provided in this subparagraph, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Employer or any director, officer, stockholder or other person affiliated with the Employer, in any jurisdiction. Notwithstanding any existing or previous attorney-client relationship between the Employer and any counsel chosen by the Executive under this subparagraph, the Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Executive and Employer agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by Executive as provided in this section shall be paid or reimbursed to the Executive by the Employer on a regular periodic basis upon presentation by the Executive or of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices up to a maximum aggregate amount of fifty thousand dollars ($50,000), whether suit be brought or not, and whether or not incurred in trial, bankruptcy or appellate proceedings. The Employer’s obligation to pay Executive’s legal tees fees provided by this subparagraph operate separately from and in addition to any legal fees reimbursement obligation the Employer may have with the Executive under any separate employment, severance or other Agreement between the Executive and the Employer. Despite any contrary provision within this Agreement, however, the Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate Section 18(k) of the Federal Deposit Insurance Act ([12 U.S.C. 1828(k)] and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

Attorneys’ Fees in the Event of a Change in Control. The Employer is aware that, after a Change in Control, management of the Employer could cause or attempt to cause the Employer to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt to cause the Employer to institute litigation seeking to have this Agreement declared unenforceable, or could take or attempt to take other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement would be frustrated. The Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after the occurrence of a Change in Control occursControl, it appears to the Executive that (i) the Employer has failed to comply with any or of its obligations under this Agreement, or (ii) the Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Employer irrevocably authorizes the Executive from time to time to retain counsel of Executive’s choice, at the Employer’s expense as provided in this subparagraph, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Employer or any director, officer, stockholder or other person affiliated with the Employer, in any jurisdiction. Notwithstanding any existing or previous attorney-client relationship between the Employer and any counsel chosen by the Executive under this subparagraph, the Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Executive and the Employer agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by Executive as provided in this section shall be paid or reimbursed to the Executive by the Employer on a regular periodic basis upon presentation by the Executive or of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices up to a maximum aggregate amount of one hundred fifty thousand dollars ($50,000150,000), whether suit be brought or not, and whether or not incurred in trial, bankruptcy or appellate proceedings. The Employer’s obligation to pay Executive’s legal tees fees provided by this subparagraph operate separately from and in addition to any legal fees reimbursement obligation the Employer may have with the Executive under any separate employment, severance or other Agreement agreement between the Executive and the Employer. Despite any contrary provision within this Agreement, however, the Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate Section section 18(k) of the Federal Deposit Insurance Act ([12 U.S.C. 1828(k)] and rule 359.3 of the regulations promulgated thereunderXxxxxxx Xxxxxxx Xxxxxxxxx Xxx [00 XXX 359.3]. Furthermore, including 12 C.F.R. Part 359the Employer again acknowledges that Executive may not pursue a legitimate claim for benefits or benefit amounts if he is found not to be the prevailing party at arbitration or litigation. Thus, to ensure that Executive is not deterred from pursuing a legitimate claim, the Employer hereby agrees to waive any and all rights it may have to recover attorneys’ fees from Executive pursuant to this Agreement in the future, whether by statute or contract, and regardless of whether the Employer is found to be the “prevailing party”.

Attorneys’ Fees in the Event of a Change in Control. The Employer is aware that, after a Change in Control, management of the Employer could cause or attempt to cause the Employer to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt to cause the Employer to institute litigation seeking to have this Agreement declared unenforceable, or could take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement would be frustrated. The Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs, it appears to the Executive that (i) the Employer has failed to comply with any or of its obligations under this Agreement, or (ii) the Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at the Employer’s expense as provided in this subparagraph, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Employer or any director, officer, stockholder or other person affiliated with the Employer, in any jurisdiction. Notwithstanding any existing or previous attorney-client relationship between the Employer and any counsel chosen by the Executive under this subparagraph, the Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Executive and the Employer agree that a confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Employer on a regular periodic basis upon presentation by the Executive or of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices up to a maximum aggregate amount of one hundred fifty thousand dollars ($50,000150,000), whether suit be brought or not, and whether or not incurred in trial, bankruptcy or appellate proceedings. The Employer’s obligation to pay Executive’s legal tees fees provided by this subparagraph operate separately from and in addition to any legal fees reimbursement obligation the Employer may have with the Executive under any separate employment, severance or other Agreement agreement between the Executive and the Employer. Despite any contrary provision within this Agreement, however, the Employer shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate Section section 18(k) of the Federal Deposit Insurance Act ([12 U.S.C. 1828(k)] and rule 359.3 of the regulations promulgated thereunderXxxxxxx Xxxxxxx Xxxxxxxxx Xxx [00 XXX 359.3]. Furthermore, including 12 C.F.R. Part 359the Employer again acknowledges that the Executive may not pursue a legitimate claim for benefits or benefit amounts if he is found not to be the prevailing party at arbitration or litigation. Thus, to ensure that the Executive is not deterred from pursuing a legitimate claim, the Employer hereby agrees to waive any and all rights it may have to recover attorneys’ fees from the Executive pursuant to this Agreement in the future, whether by statute or contract, and regardless of whether the Employer is found to be the “prevailing party”.