Common use of Indemnification; Legal Fees Clause in Contracts

Indemnification; Legal Fees. The Corporation shall indemnify the Employee to the fullest extent permitted by the laws of the Corporation's state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Corporation, whichever affords the greater protection to the Employee. The Employee will be entitled to any insurance policies the Corporation may elect to maintain generally for the benefit of its officers and directors against all costs, charges and expenses incurred in connection with any action, suit or proceeding to which the Employee may be made a party by reason of being a director or officer of the Corporation. The Corporation shall reimburse the Employee for any legal fees and expenses incurred by the Employee (including but not limited to the legal fees and expenses incurred pursuant to Section 16 hereof) in contesting or disputing any termination of the Employee's employment or in seeking to obtain or enforce any right or benefit provided by this Agreement (or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of 1996, as amended (the "Code"), to any payment or benefit provided hereunder) other than for any such expenses, costs, liabilities or legal fees incurred as a result of the Employee's bad faith. Such payments shall be made within five (5) days after the Employee's request for payment accompanied with such evidence of fees and expenses incurred as the Corporation reasonably may require. Any termination of the Employee's employment or of this Agreement shall have no effect on the continuing operation of this Section 11.

Indemnification; Legal Fees. The Corporation Company shall indemnify the Employee Executive to the fullest full extent permitted by law for all expenses, costs, liabilities and legal fees which the laws Executive may incur in the discharge of the Corporation's state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Corporation, whichever affords the greater protection to the Employeehis duties hereunder. The Employee will be entitled Company shall also (a) if the Date of Termination occurs prior to any insurance policies the Corporation may elect to maintain generally for the benefit of its officers and directors against all costsa Change in Control, charges and expenses incurred in connection with any action, suit or proceeding to which the Employee may be made a party by reason of being a director or officer of the Corporation. The Corporation shall reimburse the Employee Executive for any reasonable legal fees and expenses incurred by the Employee (including but not limited to the legal fees and expenses incurred pursuant to Section 16 hereof) Executive in contesting or disputing any termination of the EmployeeExecutive's employment hereunder or in seeking to obtain or enforce any right or benefit provided by this Agreement, but only if the Executive shall substantially prevail with respect to the preponderance of the matters at issue and (b) if the Date of Termination occurs following a Change in Control, pay as incurred all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of his employment, in seeking in good faith to obtain or enforce any right or benefit provided by this Agreement (or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of 1996, as amended (the "Code"), to any payment or benefit provided hereunder. The payments under clause (a) other than for any such expenses, costs, liabilities or legal fees incurred as a result of the Employee's bad faith. Such payments above shall be made within five (5) days after the EmployeeExecutive's request for payment accompanied with such evidence of his having prevailed (as described in the preceding sentence) and such evidence of the fees and expenses incurred as the Company may reasonably require; the payments under clause (b) shall be made within five (5) business days after delivery of the Executive's written request for payments accompanied with such evidence of fees and expenses incurred as the Corporation Company reasonably may require. Any termination of the EmployeeExecutive's employment or of this Agreement shall have no effect on the continuing operation of this Section 11.