Common use of Counsel Fees and Indemnification Clause in Contracts

Counsel Fees and Indemnification. (a) The Company shall pay, or promptly reimburse on an as-incurred basis to Executive, the reasonable fees and expenses of Executive's legal counsel for its services rendered in connection with, Executive's enforcement of this Agreement provided, however, that if Executive institutes any proceeding to enforce this Agreement and the judge, arbitrator or other individual presiding over the proceeding affirmatively finds that Executive instituted the proceeding in bad faith, Executive shall pay all costs and expenses, including attorney's fees, of Executive and the Company.