Indemnification of Executive. To the fullest extent permitted under applicable law, in the event a Change of Control occurs, Arrow and the Bank shall indemnify the Executive for all legal fees and expenses subsequently incurred by the Executive in seeking to obtain or enforce any right or benefit provided under this Agreement, not limited to the rights and benefits provided under this Paragraph 6 and whether or not the Executive has become a Retired Early Employee hereunder, provided, however, that such right to indemnification will not apply if and to the extent that a court of competent jurisdiction shall determine that any such fees and expenses have been incurred as a result of the Executive's bad faith. Indemnification payments payable hereunder by Arrow or the Bank shall be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable fees and expenses as Arrow or the Bank may reasonably request, provided, however, that such indemnification and reimbursement payments shall not be made later than the last day of the calendar year following the calendar year in which the expenses were incurred.
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Samples: Employment Agreement (Arrow Financial Corp), Employment Agreement (Arrow Financial Corp), Employment Agreement (Arrow Financial Corp)
Indemnification of Executive. To the fullest extent permitted under applicable law, in the event a Change of Control and a Termination of Employment of Executive as a Retired Early Employee occurs, Arrow and the Bank Banks shall indemnify the Executive for all legal fees and expenses subsequently incurred by the Executive in seeking to obtain or enforce any right or benefit provided under this Agreement, not limited Agreement related to the rights and benefits provided under this Paragraph 6 and whether or not the Executive has become a Retired Early Employee hereundersuch events, provided, however, that such right to indemnification will not apply if and to the extent that a court of competent jurisdiction shall determine that the Company did not breach its obligations under the Agreement or that any such fees and expenses have been incurred in whole or part as a result of the Executive's bad faithfaith or assertion of claims that were unfounded or frivolous. Indemnification payments payable hereunder by Arrow or Xxxxx and the Bank Banks shall be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable indernnifiable fees and expenses as Arrow or the Bank Banks may reasonably request, provided, however, that such indemnification and reimbursement payments shall not be made later than the last day of the calendar year following the calendar year in which the expenses were incurred.. (e)
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