Common use of Legal Expenses Reimbursement Clause in Contracts

Legal Expenses Reimbursement. Notwithstanding Employee’s and Company’s good-faith belief that Employee is under no contractual or other restriction inconsistent with the execution of this Agreement or the performance of Employee’s duties hereunder, Employee and Company recognize that Employee’s current or former employers or other third parties may take a different view by initiating legal action against Executive or falsely accusing him of wrongdoing, and thus requiring Executive to obtain a legal defense in the event of such a dispute. Therefore, in the unexpected event of litigation against Employee that includes an allegation of a violation of an alleged noncompetition clause, unless Company terminates Employee for Cause or Employee terminates his employment without Good Reason, Company agrees to pay the cost to defend such a lawsuit; provided that Company has the right to select counsel and control the strategy and any resolution of the Initials: HW Company: Employee: DSS case; however, Company must seek consent from Employee if any such resolution would include admissions of liability or monetary obligations on the part of Employee, such consent not to be unreasonably withheld. In the event of a final judicial order of, or an agreed settlement for, recoupment regarding equity grants (“clawback damages”) in a case related primarily to an alleged noncompetition clause, Company will reimburse Employee, or at the Company’s option, pay the former employer directly, for the first $500,000 of loss to Employee at a rate of 100%, and will further reimburse Employee for any additional clawback damages thereafter at a rate of 50% (“Reimbursement Payment”); provided that if Employee is terminated for Cause or resigns without Good Reason within one year of any Reimbursement Payment, Employee will repay to Company the Reimbursement Payment, along with any payment made pursuant to Section 9(d), within thirty days of termination. Notwithstanding the foregoing, Company will not be required to make a Reimbursement Payment if there is more than insubstantial evidence that Employee has violated his obligations to a former employer related to confidentiality, trade secrets, or non-solicitation. The terms of this Section shall survive the expiration or termination of this Agreement unless employment is terminated by Company for Cause or by Employee for any reason other than Good Reason.

Legal Expenses Reimbursement. Notwithstanding Employee’s and Company’s good-faith belief that Employee is under no contractual or other restriction inconsistent with the execution of this Agreement or the performance of Employee’s duties hereunder, Employee and Company recognize that Employee’s current or former employers or other third parties may take a different view by initiating legal action against Executive or falsely accusing him of wrongdoing, and thus requiring Executive to obtain a legal defense in the event of such a dispute. Therefore, in the unexpected event of litigation against Employee that includes an allegation of a violation of an alleged noncompetition or customer nonsolicitation clause, unless Company terminates Employee for Cause or Employee terminates his employment without Good Reason, Company agrees to pay the cost to defend such a lawsuit; provided that Company has the right to select counsel counsel, and control the strategy and any resolution of the Initials: HW Company: Employee: DSS case; however, Company must seek consent from Employee if any such resolution would include admissions of liability or monetary obligations on the part of Employee, such consent not to be unreasonably withheld. In the event of a final judicial order of, or an agreed settlement for, finding of recoupment regarding equity grants (“clawback damages”) in a case related primarily to an alleged noncompetition clauseclause or to a violation of an alleged customer non-solicitation clause resulting from his organizational responsibilities (and not his unilateral conduct), Company will reimburse Employee, or at the Company’s option, pay the former employer directly, for the first $500,000 of loss to Employee at a rate of 100%, and will further reimburse Employee for any additional clawback damages thereafter at up to $2,400,000 as a rate of 50% maximum cost to Company (“Reimbursement Payment”); provided that if Employee is terminated for Cause or resigns without Good Reason within one year of any Reimbursement Payment, Employee will repay to Company the Reimbursement Payment, along with any payment made pursuant to Section subsection 9(d), within thirty days of termination. Notwithstanding the foregoing, Company will not be required to make a Reimbursement Payment if there is more than insubstantial evidence that Employee has violated his obligations to a former employer related to confidentiality, trade secrets, or non-solicitation. The terms of this Section shall survive the expiration or termination of this Agreement unless employment is terminated by Company for Cause or by Employee for any reason other than Good Reason.Initials: LSD Company: Employee: SV