Common use of Legal Defense Fund Clause in Contracts

Legal Defense Fund. Claims Against the Trustee or the Trust. (a) If so instructed, in writing, by the Company in its sole discretion, the Trustee shall establish within the Trust Fund a separate fund, hereinafter referred to as a "Legal Defense Fund." The Legal Defense Fund shall consist of such portions of the Company's contributions to the Trust as the Company shall specify in writing at the time of contribution, together with all income, gains and losses and proceeds from the investment, reinvestment and sale thereof, less all payments therefrom and expenses charged thereto in accordance with the provisions of this Agreement. Subject to Section 3, the Legal Defense Fund shall be held and administered by the Trustee for the purpose of defraying the costs and expenses incurred by the Participant and his beneficiary(ies) associated with the enforcement of their rights under the Plan by litigation or other legal action and by the Trustee in performing its duties under this Section. (b) The Legal Defense Fund, if any, shall be maintained and administered as a separate segregated account; provided, however, that the assets of the Legal Defense Fund may be commingled with all other assets of the Trust, and with the assets of any other Trust, solely for investment purposes. (c) If legal proceedings are brought against the Trustee by the Company or another party seeking to invalidate any of the provisions of this Agreement or the Trust, or seeking to enjoin the Trustee from paying any amounts from the Trust or from taking any other action otherwise required or permitted to be taken by the Trustee under this Agreement, the Trustee shall take all steps that may be necessary in such proceeding to uphold the validity and enforceability of the provisions of this Agreement. The Trustee shall be empowered to retain counsel and other appropriate experts, including actuaries and accountants, to assist it in making any determination under this Section 13. All costs and expenses incurred by the Trustee in connection with any such proceeding (including, without limitation, the payment of reasonable fees, costs and disbursements of any counsel, actuaries, accountants or other experts retained by the Trustee in connection with such proceeding) shall be charged to and paid from the Legal Defense Fund, if any. To the extent the Trustee's legal fees and expenses exceed the amount available in the Legal Defense Fund, if any, such fees and expenses shall be paid by the Trustee from the assets of the Trust Fund unless promptly paid by the Company. (d) If the Participant or his beneficiary(ies) notifies the Trustee in writing that the Company has refused to pay a claim asserted by the Participant or his beneficiary(ies) under the Plan, the Participant or such beneficiary(ies) ("Claimant") may demand payment from the Legal Defense Fund, if any, with respect to expenses incurred in connection with the initiation or defense of any litigation or other legal action by or against the Company or any director, officer, stockholder or other person affiliated with the Company. Such demand shall be made in writing by delivering to the Trustee within 90 days following the date the Claimant incurs such expenses (i) a certification signed by the Claimant that the Company is in default in paying its obligations under the Plan, and (ii) itemizing in reasonable detail in a form acceptable to the Trustee the expenses payable by the Legal Defense Fund, if any. (e) In the event that on the date a Claimant's expenses are to be paid from the Legal Defense Fund other expenses have been claimed but not yet paid and the aggregate amount of all claims exceeds the amount available in the Legal Defense Fund, the Company shall be obligated to make an additional contribution to the Legal Defense Fund. In the event the Company fails to make such additional contribution, the Trustee shall promptly advise the Claimant and shall only pay that portion of the amount of the claim to each Claimant determined by multiplying such Claimant's expenses by a fraction the numerator of which is the amount held in the Legal Defense Fund and the denominator or which is the aggregate expenses claimed by all Claimants. This Section 13(e) shall apply only on and following the time that the Company instructs the Trustee to establish the Legal Defense Fund in accordance with Section 13(a). (f) Notwithstanding any provision herein to the contrary, the Trustee shall be required to act under this Section 13 (other than in respect of Section 13(c)) only to the extent there are sufficient amounts available in the Legal Defense Fund to defray the costs and expenses the Trustee reasonably anticipates will be incurred in connection with such action. (g) The Legal Defense Fund, if any, shall continue to be held and administered by the Trustee for the purposes described in Section 13 until such time as all benefits to which the Participant and his beneficiary(ies) are entitled under the Plan shall have been paid in full to the Participant or his beneficiary(ies). Any balance then remaining in the Legal Defense Fund shall be distributed to the Company.

Legal Defense Fund. Claims Against the Trustee or the Trust. (a) If so instructed, in writing, by the Company in its sole discretion, the The Trustee shall establish within the Trust Fund a separate fund, hereinafter referred to as a "“Legal Defense Fund." ” The Legal Defense Fund shall consist of such portions of the Company's contributions to the Trust as the Company shall specify in writing at the time of contribution, together with all income, gains and losses and proceeds from the investment, reinvestment and sale thereof, less all payments therefrom and expenses charged thereto in accordance with the provisions of this AgreementSection 13. Subject to Section 3, the Legal Defense Fund shall be held and administered by the Trustee for the purpose of defraying the costs and expenses incurred by the Participant Participants and his beneficiary(ies) beneficiaries associated with the enforcement of their rights under the any Plan by litigation or other legal action and by the Trustee in performing its duties under this Section.. Upon the initial contribution by the Company designated as constituting a part of the Legal Defense Fund, the portion of this Trust so designated, together with earnings allocable thereto, shall be held exclusively for use of the Legal Defense Fund (b) The Legal Defense Fund, if any, Fund shall be maintained and administered as a separate segregated accountamount; provided, however, that the assets of the Legal Defense Fund may be commingled with all other assets of the Trust, and with the assets of any other Trusttrust, solely for investment purposes. (c) If If, at any time after a Change of Control or during a Potential Change of Control Period, legal proceedings are brought against the Trustee by the Company or another party seeking to invalidate any of the provisions of this Trust Agreement or as they relate to the Trust, or seeking to enjoin the Trustee from paying any amounts from the Trust any trust or from taking any other action otherwise required or permitted to be taken by the Trustee under this AgreementTrust Agreement with respect to any trust, the Trustee shall take all steps that may be necessary in such proceeding to uphold the validity and enforceability of the provisions of this AgreementTrust Agreement as they relate to such trust. The Trustee shall be empowered to retain counsel and other appropriate experts, including actuaries and accountants, to assist it in making any determination under this Section 13. All costs and expenses incurred by the Trustee in connection with any such proceeding (including, without limitation, the payment of reasonable fees, costs and disbursements of any counsel, actuaries, accountants or other experts retained by the Trustee in connection with such proceeding) shall be charged to and paid from the Legal Defense Fund, if any. To the extent the Trustee's ’s legal fees and expenses exceed the amount available in the Legal Defense Fund, if any, such fees and expenses shall be paid by the Trustee from the assets of the Trust Fund unless promptly paid by the CompanyFund. (d) If the If, at any time after a Change of Control, a Participant or his beneficiary(ies) beneficiary notifies the Trustee in writing that the Company has refused to pay a claim asserted by the such Participant or his beneficiary(ies) beneficiary under the any Plan, the Participant or such beneficiary(ies) beneficiary ("“Claimant"”) may demand payment from the Legal Defense Fund, if any, Fund with respect to expenses incurred in connection with the initiation or defense of any litigation or other legal action by or against the Company or any director, officer, stockholder or other person affiliated with the CompanyCompany with respect to such claim. Such demand shall be made in writing writing, by delivering to the Trustee Trustee, within 90 days following of the date the Claimant incurs such expenses expenses, (i) a certification signed by the Claimant that the Company is in default in paying its obligations under the Plan, Plan and (ii) itemizing in reasonable detail in a form acceptable to the Trustee the expenses payable by the Legal Defense Fund, if any. (e) In the event that that, on the date a Claimant's ’s expenses are to be paid from the Legal Defense Fund Fund, other expenses have been claimed but not yet paid and the aggregate amount of all claims exceeds the amount available in the Legal Defense Fund, the Company shall be obligated to make an additional contribution to the Legal Defense Fund. In the event the Company fails to make such additional contribution, the Trustee shall promptly advise the each Claimant and shall only pay that each Claimant its pro rata portion of the amount of the claim to each Claimant determined by multiplying such Claimant's expenses by a fraction the numerator of which is the amount held in the Legal Defense Fund based upon the certification and the denominator or which is the aggregate expenses claimed detail submitted pursuant to Section 13(d) hereof by all Claimants. This Section 13(e) shall apply only on and following the time that the Company instructs the Trustee to establish the Legal Defense Fund in accordance with Section 13(a)each such Claimant. (f) Notwithstanding any provision herein to the contrary, the Trustee shall be required to act under this Section 13 (other than in respect of Section 13(c)) only to the extent there are sufficient amounts available in the Legal Defense Fund to defray the costs and expenses the Trustee reasonably anticipates will be incurred in connection with such action. (g) The Company’s Legal Defense Fund, if any, Fund shall continue to be held and administered by the Trustee for the purposes described in this Section 13 until such time as all liabilities for benefits to which the Participant and his beneficiary(ies) all Participants are entitled under the Plan all Plans shall have been paid in full to the Participant such Participants or his beneficiary(ies)their beneficiaries or December 31, 2005, if a Change of Control has not occurred. Any balance then remaining in the Legal Defense Fund shall be distributed to the Company.

Legal Defense Fund. Claims Against the Trustee or the Trust. (a) If so instructed, in writing, by the Company in its sole discretion, the The Trustee shall establish within the Trust Fund maintain for bookkeeping purposes a separate fund, hereinafter referred to as a account (the "Legal Defense Fund." ") to provide for the payment of legal expenses incurred by the Trustee after a Change in Control to protect participants' or their beneficiaries' entitlement to benefits under the Plan(s) after a Change in Control. The amounts credited to the Legal Defense Fund shall consist of such portions cannot be used to pay benefits due under the Plan(s) or expenses of the Company's Trust except as provided herein. Separate bookkeeping accounts shall be maintained by Trustee to identify Corporation and associated companies contributions to the Trust as the Company shall specify in writing at the time Legal Defense Fund The rights of contribution, together with all income, gains and losses and proceeds from the investment, reinvestment and sale thereof, less all payments therefrom and expenses charged thereto in accordance with the provisions creditors of this Agreement. Subject to Section 3, the any associated company Legal Defense Fund shall be limited to the assets held and administered for that company under the trust. The Corporation or associated company within seven days following the earlier of a Potential Change in Control or Change in Control, shall contribute cash to the Legal Defense Fund in an amount not less than 10% of the total benefit liability under the Plan(s) as determined by the Trustee for Benefit Determiner under Section 1.5. The Corporation or associated company may make all or a portion of that contribution at any time prior to the purpose earlier of defraying the costs and expenses incurred by the Participant and his beneficiary(ies) associated with the enforcement of their rights under the Plan by litigation a Potential Change in Control or other legal action and by the Trustee Change in performing its duties under this SectionControl. (b) The Legal Defense Fund, if any, shall be maintained and administered as a separate segregated account; provided, however, that the assets of the Legal Defense Fund may be commingled with all other assets of the Trust, and with the assets of any other Trust, solely for investment purposes. (c) If legal proceedings are brought against the Trustee by the Company or another party seeking to invalidate any of the provisions of this Agreement or the Trust, or seeking to enjoin the Trustee from paying any amounts from the Trust or from taking any other action otherwise required or permitted to be taken by the Trustee under this Agreement, the Trustee shall take all steps that may be necessary in such proceeding to uphold use the validity and enforceability of the provisions of this Agreement. The Trustee shall be empowered to retain counsel and other appropriate experts, including actuaries and accountants, to assist it in making any determination under this Section 13. All costs and expenses incurred by the Trustee in connection with any such proceeding (including, without limitation, the payment of reasonable fees, costs and disbursements of any counsel, actuaries, accountants or other experts retained by the Trustee in connection with such proceeding) shall be charged to and paid from the Legal Defense Fund, if any. To the extent the Trustee's legal fees and expenses exceed the amount available in the Legal Defense Fund, if any, such fees and expenses shall be paid by the Trustee from the assets of the Trust Fund unless promptly paid by the Company. (d) If the Participant or his beneficiary(ies) notifies the Trustee in writing that the Company has refused to pay a claim asserted by the Participant or his beneficiary(ies) under the Plan, the Participant or such beneficiary(ies) ("Claimant") may demand payment from the Legal Defense Fund, if any, with respect to expenses incurred in connection with the initiation or defense of any litigation or other legal action by or against the Company or any director, officer, stockholder or other person affiliated with the Company. Such demand shall be made in writing by delivering to the Trustee within 90 days following the date the Claimant incurs such expenses (i) a certification signed by the Claimant that the Company is in default in paying its obligations under the Plan, and (ii) itemizing in reasonable detail in a form acceptable to the Trustee the expenses payable by the Legal Defense Fund, if any. (e) In the event that on the date a Claimant's expenses are to be paid from the Legal Defense Fund other expenses have been claimed but not yet paid and the aggregate amount of all claims exceeds the amount available in the Legal Defense Fund, the Company shall be obligated to make an additional contribution to the Legal Defense Fund. In the event the Company fails to make such additional contribution, the Trustee shall promptly advise the Claimant and shall only pay that portion of the amount of the claim to each Claimant determined by multiplying such Claimant's expenses by a fraction the numerator of which is the amount held in the Legal Defense Fund and the denominator or which is the aggregate expenses claimed by all Claimants. This Section 13(e) shall apply only on and following the time that the Company instructs the Trustee to establish the Legal Defense Fund in accordance with Section 13(a). (f) Notwithstanding any provision herein to the contrary, the Trustee shall be required to act under this Section 13 (other than in respect of Section 13(c)) only to the extent there are sufficient amounts available funds in the Legal Defense Fund to defray the costs pay for reasonable legal and other expenses incurred by the Trustee reasonably anticipates will be incurred or Benefit Determiner in connection with such actionprotecting the participants' and beneficiaries' entitlement to benefits under the Plan(s) after a Change in Control. (gc) In operating under the terms of this Article X the Trustees shall pursue all claims of participants and beneficiaries for benefits due them under the Plan(s) other than those claims which would be considered frivolous, (d) The Legal Defense Fund, if any, shall continue to be held and administered by the Trustee for the purposes described in Section 13 until such time as all benefits to which the Participant and his beneficiary(ies) are entitled under the Plan shall have been paid in full to the Participant or his beneficiary(ies). Any balance then remaining assets in the Legal Defense Fund shall can be distributed used, if necessary, to pay benefits to participants and beneficiaries and to pay expenses reimbursable under Section 3.5 but only after the Companysatisfaction of liabilities attributable to participants' and beneficiaries' benefits under the Plan as certified by the Benefit Determiner. (e) The provisions of Article VI are applicable to this Article X.