Common use of Full Settlement; Resolution of Disputes Clause in Contracts

Full Settlement; Resolution of Disputes. (a) The Employer 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 that the Employer 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, except as provided in Section 7(b), such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer agrees to pay promptly upon invoice, to the full extent permitted by law, all legal fees and expenses that the Executive may incur as a result of any contest (regardless of the outcome thereof) by the Employer, 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). (b) If there shall be any dispute between the Employer and the Executive (i) in the event of any termination of the Executive's employment by the Employer, whether such termination was in connection with or in anticipation of a Change of Control so as to trigger the Change of Control Date under the definition of that term in Section 2, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was in connection with or in anticipation of a Change of Control, the Employer shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Employer would be required to pay or provide pursuant to Section 7 as though such termination were in connection with or in anticipation of a Change of Control; provided, however, that the Employer shall not be required to pay any disputed amounts pursuant to this Section 9(b) except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

Full Settlement; Resolution of Disputes. (a) The Employer 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‑offset-off, counterclaim, recoupment, defense or other claim, right or action that which the Employer 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, except as specifically provided in Section 7(b)5, such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer Company agrees to pay promptly upon invoiceas incurred, 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 EmployerCompany, 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). The legal fees or expenses that are subject to reimbursement pursuant to this Section 8(a) shall not be limited as a result of when the fees or expenses are incurred. The amount of legal fees or expenses that is eligible for reimbursement pursuant to this Section 8(a) during a given taxable year of the Executive shall not affect the amount of expenses eligible for reimbursement in any other taxable year of the Executive. The right to reimbursement pursuant to this Section 8(a) is not subject to liquidation or exchange for another benefit. Any amount to which the Executive is entitled to reimbursement under this Section 8(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 8(a) shall be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred. (b) If there shall be any dispute between the Employer Company and the Executive (i) in the event of any termination of the Executive's ’s employment by the EmployerCompany, whether such termination was for Cause, or (ii) in connection with or in anticipation the event of a Change any termination of Control so as to trigger employment by the Change of Control Date under the definition of that term in Section 2Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in connection with or in anticipation of a Change of Controlgood faith, as the case may be, the Employer Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's ’s family or other beneficiaries, as the case may be, that the Employer Company would be required to pay or provide pursuant to Section 7 5 as though such termination were in connection by the Company without Cause or by the Executive with or in anticipation of a Change of ControlGood Reason; provided, however, that the Employer Company shall not be required to pay any disputed amounts pursuant to this Section 9(b) paragraph except upon receipt of an undertaking by or on behalf of the Executive and/or the Executive’s family or other beneficiaries, as the case may be, to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

Full Settlement; Resolution of Disputes. (a) The Employer 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 defense, mitigation or other claim, right or action that which the Employer Company may have against the Executive or others. In no the event shall (i) prior to a Change in Control, the Executive’s employment is terminated for any reason other than Executive’s voluntary termination (with or without Good Reason), or (ii) within two years after a Change in Control, the Executive’s employment is terminated by the Company or the Executive be obligated to seek other employment or take for any other action by way of mitigation of reason, the amounts payable to the Executive under any of the provisions of this Agreement, and, except as provided in Section 7(b), such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer Company agrees to pay promptly upon invoiceas incurred, 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 arbitration pursuant to Section 6(b) or a dispute regarding Executive’s eligibility for Severance Benefits pursuant to the Change in Control Severance Plan (regardless of the outcome thereof) initiated by the EmployerCompany, the Executive or others of regarding the validity or enforceability of, or liability under, any provision of this Agreement or the Change in Control Severance Plan or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any such payment pursuant to this AgreementAgreement or the Change in Control Severance Plan), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Xxxxx Fargo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitration or other dispute, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses. (b) If Any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration in effect on the date of this Agreement by a single arbitrator selected in accordance with the CPR Rules. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be in Xxxxxx County, Texas. The arbitrator’s decision must be based on the provisions of this Agreement and the relevant facts, and the arbitrator’s reasoned decision and award shall be binding on both parties. Nothing herein is or shall be deemed to preclude the Company’s resort to the injunctive relief prescribed in this Agreement, including any injunctive relief implemented by the arbitrator pursuant to this Section 6(b). The parties will each bear their own attorneys’ fees and costs in connection with any dispute, except in the circumstances in which the Company is required to advance the Executive’s attorneys’ fees in accordance with Section 6(a). (c) If, upon a termination within two years following a Change in Control, there shall be any dispute between the Employer Company and the Executive (i) in the event of any termination of the concerning Executive's employment by the Employer, whether such termination was in connection with or in anticipation of a Change of Control so as to trigger ’s eligibility for Severance Benefits under the Change of in Control Date under the definition of that term in Section 2Severance Plan, then, unless and until there is a final, nonappealable judgment final determination by an arbitrator or a court of competent jurisdiction declaring that such termination was not eligible for Severance Benefits under the Change in connection with or in anticipation of a Change of ControlControl Severance Plan, the Employer Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's ’s family or other beneficiaries, as the case may be, that the Employer Company would be required to pay or provide pursuant to Section 7 the Change in Control Severance Plan as though such termination were was eligible for Severance Benefits under the Change in connection with or in anticipation of a Change of ControlControl Severance Plan; provided, however, that the Employer Company shall not be required to pay any disputed amounts pursuant to this Section 9(b) paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such an arbitrator or a court of competent jurisdiction not to be so entitled. (d) Notwithstanding any provision of Section 4, the Company’s obligation to pay the amounts due on any termination of employment under Section 4 (other than the Accrued Obligations) are conditioned on the Executive’s execution (without revocation during any applicable statutory revocation period) of a waiver and release of any and all claims against the Company and its affiliates in substantially the form attached hereto as Exhibit B (the “Waiver and Release Agreement”). The Company will provide the Executive with a Waiver and Release Agreement on or before the Executive’s Termination Date. The Executive must execute and return the Waiver and Release Agreement to the Company no later than the 21st or the 45th day following (but not before) his or her Termination Date, as determined by, and reflected in the Waiver and Release Agreement provided to the Executive, by the Company, followed by a seven (7)-day revocation period following the date the Release Agreement is executed (“Revocation Period”). The Executive may not determine the calendar year of payment of taxable severance benefits, and in the event the consideration period occurs in two calendar years, the payment will be made in the later calendar year. The Executive’s failure to timely execute and return the Waiver and Release Agreement in accordance with the previous sentence, or the Executive’s revocation of the Waiver and Release Agreement during the Revocation Period, will result in a forfeiture of the severance benefits payable to the Executive under the terms of the Agreement (but not the Accrued Obligations).

Full Settlement; Resolution of Disputes. (a) The Employer 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 defense, mitigation or other claim, right or action that which the Employer Company may have against the Executive or others. In no the event shall (i) prior to a Change in Control, the Executive’s employment is terminated for any reason other than Executive’s voluntary termination (with or without Good Reason), or (ii) within two years after a Change in Control, the Executive’s employment is terminated by the Company or the Executive be obligated to seek other employment or take for any other action by way of mitigation of reason, the amounts payable to the Executive under any of the provisions of this Agreement, and, except as provided in Section 7(b), such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer Company agrees to pay promptly upon invoiceas incurred, 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 arbitration pursuant to Section 6(b) or a dispute regarding Executive’s eligibility for Severance Benefits pursuant to the Change in Control Severance Plan (regardless of the outcome thereof) initiated by the EmployerCompany, the Executive or others of regarding the validity or enforceability of, or liability under, any provision of this Agreement or the Change in Control Severance Plan or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any such payment pursuant to this AgreementAgreement or the Change in Control Severance Plan), plus in each case interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Wellx Xxxgo & Company (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law; provided, further, that if the Executive is not the prevailing party in any such arbitration or other dispute, then he shall, upon the conclusion thereof, repay to the Company any amounts that were previously advanced pursuant to this sentence by the Company as payment of legal fees and expenses. (b) If Any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration in effect on the date of this Agreement by a single arbitrator selected in accordance with the CPR Rules. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be in Harrxx Xxxnty, Texas. The arbitrator’s decision must be based on the provisions of this Agreement and the relevant facts, and the arbitrator’s reasoned decision and award shall be binding on both parties. Nothing herein is or shall be deemed to preclude the Company’s resort to the injunctive relief prescribed in this Agreement, including any injunctive relief implemented by the arbitrator pursuant to this Section 6(b). The parties will each bear their own attorneys’ fees and costs in connection with any dispute, except in the circumstances in which the Company is required to advance the Executive’s attorneys’ fees in accordance with Section 6(a). (c) If, upon a termination within two years following a Change in Control, there shall be any dispute between the Employer Company and the Executive (i) in the event of any termination of the concerning Executive's employment by the Employer, whether such termination was in connection with or in anticipation of a Change of Control so as to trigger ’s eligibility for Severance Benefits under the Change of in Control Date under the definition of that term in Section 2Severance Plan, then, unless and until there is a final, nonappealable judgment final determination by an arbitrator or a court of competent jurisdiction declaring that such termination was not eligible for Severance Benefits under the Change in connection with or in anticipation of a Change of ControlControl Severance Plan, the Employer Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's ’s family or other beneficiaries, as the case may be, that the Employer Company would be required to pay or provide pursuant to Section 7 the Change in Control Severance Plan as though such termination were was eligible for Severance Benefits under the Change in connection with or in anticipation of a Change of ControlControl Severance Plan; provided, however, that the Employer Company shall not be required to pay any disputed amounts pursuant to this Section 9(b) paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such an arbitrator or a court of competent jurisdiction not to be so entitled. (d) Notwithstanding any provision of Section 4, the Company’s obligation to pay the amounts due on any termination of employment under Section 4 (other than the Accrued Obligations) are conditioned on the Executive’s execution (without revocation during any applicable statutory revocation period) of a waiver and release of any and all claims against the Company and its affiliates in substantially the form attached hereto as Exhibit B (the “Waiver and Release Agreement”). The Company will provide the Executive with a Waiver and Release Agreement on or before the Executive’s Termination Date. The Executive must execute and return the Waiver and Release Agreement to the Company no later than the 21st or the 45th day following (but not before) his or her Termination Date, as determined by, and reflected in the Waiver and Release Agreement provided to the Executive, by the Company, followed by a seven (7)-day revocation period following the date the Release Agreement is executed (“Revocation Period”). The Executive may not determine the calendar year of payment of taxable severance benefits, and in the event the consideration period occurs in two calendar years, the payment will be made in the later calendar year. The Executive’s failure to timely execute and return the Waiver and Release Agreement in accordance with the previous sentence, or the Executive’s revocation of the Waiver and Release Agreement during the Revocation Period, will result in a forfeiture of the severance benefits payable to the Executive under the terms of the Agreement (but not the Accrued Obligations).

Full Settlement; Resolution of Disputes. (a) The Employer obligation Any dispute arising out of or relating to make this Agreement, including the payments provided breach, termination or validity thereof, shall be finally resolved by arbitration in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration in effect on the date of this Agreement by a single arbitrator selected in accordance with the CPR Rules. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and otherwise to perform its obligations hereunder shall not judgment on the award rendered by the arbitrator may be affected entered by any set‑offcourt having jurisdiction thereof. The place of arbitration shall be in Xxxxxx County, counterclaim, recoupment, defense or other claim, right or action that the Employer may have against the Executive or othersTexas. In no event shall the Executive The arbitrator’s decision must 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 based on the provisions of this Agreement and the relevant facts, and the arbitrator’s reasoned decision and award shall be binding on both parties. Nothing herein is or shall be deemed to preclude the Company’s resort to the injunctive relief prescribed in this Agreement, and, except as provided in Section 7(b), such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer agrees to pay promptly upon invoice, to the full extent permitted by law, all legal fees and expenses that the Executive may incur as a result of including any contest (regardless of the outcome thereof) injunctive relief implemented by the Employer, 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 arbitrator pursuant to this AgreementSection 6(a). The parties will each bear their own attorneys’ fees and costs in connection with any dispute. (b) If there shall be Notwithstanding any dispute between provision of Section 4, the Employer Company’s obligation to pay the amounts due on any termination of employment under Section 4 (other than the Accrued Obligations) are conditioned on the Employee’s execution (without revocation during any applicable statutory revocation period) of a waiver and release of any and all claims against the Executive Company and its affiliates in substantially the form attached hereto as Exhibit B (ithe “Waiver and Release Agreement”). The Company will provide the Employee with a Waiver and Release Agreement on or before the Employee’s Termination Date. The Employee must execute and return the Waiver and Release Agreement to the Company no later than the 21st or the 45th day following (but not before) his or her Termination Date, as determined by, and reflected in the Waiver and Release Agreement provided to the Employee, by the Company, followed by a seven (7)-day revocation period following the date the Release Agreement is executed (“Revocation Period”). The Employee may not determine the calendar year of payment of taxable severance benefits, and in the event of any termination the consideration period occurs in two calendar years, the payment will be made in the later calendar year. The Employee’s failure to timely execute and return the Waiver and Release Agreement in accordance with the previous sentence, or the Employee’s revocation of the Executive's employment by Waiver and Release Agreement during the EmployerRevocation Period, whether such termination was will result in connection with or in anticipation a forfeiture of a Change of Control so as the severance benefits payable to trigger the Change of Control Date Employee under the definition of that term in Section 2, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was in connection with or in anticipation of a Change of Control, the Employer shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Employer would be required to pay or provide pursuant to Section 7 as though such termination were in connection with or in anticipation of a Change of Control; provided, however, that the Employer shall not be required to pay any disputed amounts pursuant to this Section 9(b) except upon receipt of an undertaking by or on behalf terms of the Executive to repay all such amounts to which Agreement (but not the Executive is ultimately adjudged by such court not to be entitledAccrued Obligations).

Full Settlement; Resolution of Disputes. (a) The Employer 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‑offset-off, counterclaim, recoupment, defense or other claim, right or action that which the Employer 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, except as provided in Section 7(b6(a)(ii), such amounts shall not be reduced whether or not if the Executive obtains other employment. (b) Parties recognize that there may be disputes between them as to whether the circumstances of the Executive's termination are covered by Section 6(a), (b) or (c) as the Executive and/or the Executive's family may contend or are covered by Section 6(d) as Company may contend. In the event of such a dispute, there may be a need for a binding ruling by a neutral decision maker. In such an event, the following shall apply: (i) If the Executive delivers a Notice of Termination to Company based on Section 6(a), (b) or (c), Company must pay the benefits provided in Section 6 unless (ii) If Company delivers a Notice of Termination based on Section 6(d), Executive and/or Executive's family must commence arbitration to dispute the terms of such termination. Failure to commence arbitration within 60 days of the receipt of a Notice of Termination from Company is deemed an admission by the Executive of termination pursuant to Section 6(d). (iii) Arbitration shall be conducted before a panel of three (3) arbitrators sitting in a location selected by the Executive within fifty (50) miles from the location of his job with the Company, in accordance with the rules of the American Arbitration Association then in effect. One arbitrator shall be selected by the Company. One arbitrator shall be selected by the Executive. The Employer third arbitrator shall be selected by the two arbitrators selected by the Company and the Executive. Judgment may be entered on the award of the arbitrators in any court having proper jurisdiction, and such shall constitute the final, nonappealable decision. (iv) Company agrees to pay promptly upon invoiceas incurred, 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 EmployerCompany, 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)., including all costs of arbitration, plus in each case interest on any (bv) If there shall be any dispute between During the Employer and the Executive (i) in the event of any termination of the Executive's employment by the Employer, whether such termination was in connection with or in anticipation pendency of a Change of Control so dispute resolution, Company shall proceed to pay Annual Base Salary and Annual Bonus (referred to collectively as to trigger the Change of Control Date under the definition of that term in Section 2, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was in connection with or in anticipation of a Change of Control, the Employer shall pay all amounts, and provide all benefits, "CONTINUATION BENEFITS") to the Executive and/or the Executive's family or other beneficiaries, as the case may be, as though no such termination had occurred. (A) If it is determined that the Employer would Executive's contention that Section 6(a), (b) or (c) was applicable, no portion of the Continuation Benefits will be required recoverable by Company, nor shall any portion of such be credited towards the benefits due (per Section 6) to pay or provide pursuant the Executive. If such a contention is not sustained by the arbitration panel, all Continuation Benefits are recoverable by Company, plus interest at the rate of interest that Company could have earned on amounts paid for such Continuation Benefits. (B) If it is determined that Company's contention that Section 6(d) was applicable is found to be incorrect, none of the Continuation Benefits shall be credited to the benefits due (per Section 7 as though such termination were in connection with or in anticipation of a Change of Control; provided6) to the Executive. If, however, Company's contention that Section 6(d) was applicable is found to be correct, all amounts paid by Company as Continuation Benefits shall be recoverable from Executive plus interest at the Employer shall rate of interest that Company could have earned on the amounts paid for such Continuation Benefits. (C) If the Executive does not be required to pay any disputed amounts pursuant to this Section 9(b) except upon receipt of an undertaking by or on behalf make payment of the Executive Continuation Benefits and accrued interest due to repay all such Company within 60 days following the resolution of the dispute for any amounts to which recoverable by Company, interest (on the Executive is ultimately adjudged by such court not to total amount due) shall be entitled.due at the lesser of:

Full Settlement; Resolution of Disputes. (a) The Employer 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‑offset-off, counterclaim, recoupment, defense or other claim, right or action that which the Employer 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, except as specifically provided in Section 7(b)5, such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer Company agrees to pay promptly upon invoiceas incurred, 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 EmployerCompany, 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). The legal fees or expenses that are subject to reimbursement pursuant to this Section 8(a) shall not be limited as a result of when the fees or expenses are incurred. The amount of legal fees or expenses that is eligible for reimbursement pursuant to this Section 8(a) during a given taxable year of the Executive shall not affect the amount of expenses eligible for reimbursement in any other taxable year of the Executive. The right to reimbursement pursuant to this Section 8(a) is not subject to liquidation or exchange for another benefit. Any amount to which the Executive is entitled to reimbursement under this Section 8(a) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service. All reimbursements by the Company under this Section 8(a) shall be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive's taxable year next following the taxable year in which the expense was incurred. (b) If there shall be any dispute between the Employer Company and the Executive (i) in the event of any termination of the Executive's ’s employment by the EmployerCompany, whether such termination was for Cause, or (ii) in connection with or in anticipation the event of a Change any termination of Control so as to trigger employment by the Change of Control Date under the definition of that term in Section 2Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in connection with or in anticipation of a Change of Controlgood faith, as the case may be, the Employer Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's ’s family or other beneficiaries, as the case may be, that the Employer Company would be required to pay or provide pursuant to Section 7 5 as though such termination were in connection by the Company without Cause or by the Executive with or in anticipation of a Change of ControlGood Reason; provided, however, that the Employer Company shall not be required to pay any disputed amounts pursuant to this Section 9(b) paragraph except upon receipt of an undertaking by or on behalf of the Executive and/or the Executive’s family or other beneficiaries, as the case may be, to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

Full Settlement; Resolution of Disputes. (a) The Employer Company’s obligation to make the any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set‑offset-off, counterclaim, recoupment, defense or other claim, right or action that which the Employer 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, except as provided in Section 7(b), Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer agrees to pay promptly upon invoice, to the full extent permitted by law, all legal fees and expenses that the Executive may incur as a result of any contest (regardless of the outcome thereof) by the Employer, 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). (b) If there shall be any Any dispute or controversy between the Employer Company and the Executive arising out of or relating to this Agreement or the breach of this Agreement shall be settled by arbitration administered by the American Arbitration Association (i“AAA”) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the event of award rendered by the arbitrator may be entered in any termination court having jurisdiction thereof. Any arbitration shall be held before a single arbitrator who shall be selected by the mutual agreement of the Company and the Executive's employment by , unless the Employerparties are unable to agree to an arbitrator, whether such termination was in which case the arbitrator will be selected under the procedures of the AAA. In connection with the appointment of an arbitrator, the AAA will give the parties a list of no less than 15 potential arbitrators to strike and number in order of preference in accordance with AAA procedures. The arbitrator shall have the authority to award any remedy or in anticipation of a Change of Control so as to trigger the Change of Control Date under the definition of relief that term in Section 2, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was in connection with could order or in anticipation of a Change of Controlgrant, including, without limitation, the Employer shall pay all amountsissuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court otherwise having jurisdiction over such dispute or controversy and provide all benefitsseek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Executive. The Company and the Executive and/or acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the Executive's family United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitration proceeding shall be conducted in Chicago, Illinois or such other beneficiaries, as the case may be, that the Employer would be required to pay or provide pursuant to Section 7 as though such termination were in connection with or in anticipation of a Change of Control; provided, however, that the Employer shall not be required to pay any disputed amounts pursuant to this Section 9(b) except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts location to which the Executive is ultimately adjudged by such court not to be entitledparties may agree. The Company shall pay the costs of any arbitrator appointed hereunder.

Full Settlement; Resolution of Disputes. (a) The Employer 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‑offset off, counterclaim, recoupment, defense defense, mitigation or other claim, right or action that which the Employer 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, except as provided in Section 7(b), such amounts shall not be reduced whether or not the Executive obtains other employment. The Employer Company agrees to pay promptly upon invoiceas incurred, to the full fullest 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 EmployerCompany, the Executive or others of as to 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 such payment pursuant to this Agreement) plus, in each case, interest on any delayed payment at the annual percentage rate which is three percentage points above the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of The Wall Street Journal (Southwest Edition), or, if such rate is not then so published on at least a weekly basis, the interest rate announced by Chase Bank Texas, N.A. (or its successor), from time to time, as its "Base Rate" (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Executive until those amounts are finally and fully paid or reimbursed; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law. (b) If there shall be any dispute between the Employer Company and the Executive concerning (i) in the event of any termination of the Executive's employment by the EmployerCompany, whether such termination was for Cause or Disability, (ii) in connection with the event of any termination of employment by the Executive, whether Good Reason existed, (iii) whether termination occurred during a Window Period or after expiration of the Employment Period or in anticipation contemplation of or following a Change of Control so Control, or (iv) the compensation or benefits to be provided in respect of any termination of the Executive's employment with the Company or as Chairman Compensation or upon failure to trigger retain the Change Executive as nonexecutive Chairman of Control Date under the definition of that term in Section 2Board during the Chairman Period, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was in connection with for Cause or Disability or that the determination by the Executive of the existence of Good Reason was improper or that the termination did not occur during a Window Period or in anticipation contemplation of or following a Change of ControlControl or after expiration of the Employment Period, or that the Executive or the Executive's beneficiary or estate claimed improper benefits upon termination or as Chairman Compensation or upon failure to retain the Executive as nonexecutive Chairman of the Board, the Employer Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Employer Company would be required to pay or provide pursuant to the applicable provisions of Section 7 4 hereof as though such termination were in connection with by the Company without Cause or in anticipation contemplation of or following a Change of Control; providedControl or by the Executive with Good Reason or by either party during a Window Period or after expiration of the Employment Period, however, or the benefits that the Employer shall not be required to pay any disputed amounts pursuant to this Section 9(b) except upon receipt of an undertaking by Executive or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitledExecutive's beneficiary or estate claimed were properly payable hereunder.